Common use of Proprietary Information of Third Parties Clause in Contracts

Proprietary Information of Third Parties. To the best knowledge of the Company, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has: (a) violated or may be violating any of the terms or conditions of an employment, non-competition or nondisclosure agreement between such employee or affiliate and such third party; (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party; or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company which suggests that such a claim might be contemplated. To the best knowledge of the Company, no person employed by or retained as a consultant by the Company has utilized or proposes to utilize any trade secret or any information or documentation proprietary to any third party, and to the best knowledge of the Company, no person employed by or retained as a consultant by the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale by the Company of any product or proposed product or the development or sale by the Company of any service or proposed service of the Company, and the Company has no reason to believe there will be any such utilization or violation.

Proprietary Information of Third Parties. To the best knowledge of the Company, no No third party has claimed or or, to the best of the Company’s knowledge, has reason to claim claim, that any person Person employed or retained by or affiliated with the Company has: has (a) violated or may be violating any of the terms or conditions of an employment, non-competition or nondisclosure non-disclosure agreement between such employee or affiliate and with such third party; , (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party; party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company which suggests that such a claim might be contemplated. To the best knowledge of the Company’s knowledge, no person Person employed by or retained as a consultant by the Company has utilized employed or proposes to utilize employ any trade secret or any information or documentation proprietary to any third partyformer employer, and to the best knowledge of the Company’s knowledge, no person Person employed by or retained as a consultant by the Company has violated any confidential relationship which such person Person may have had with any third party, party in connection with the development, manufacture or sale by the Company of any product or proposed product of the Company or the development or sale by the Company of any service or proposed service of the Company, and the Company has no reason to believe there will be any such utilization employment or violation.

Proprietary Information of Third Parties. To the best knowledge of the CompanyCorporation's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has: Corporation has (a) violated or may be violating any of the terms or conditions of an his or her employment, non-competition competition, non-disclosure or nondisclosure inventions agreement between such employee or affiliate and with such third party; , (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party; party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company Corporation which suggests that such a claim might be contemplated. To the best knowledge of the CompanyCorporation's knowledge, no person employed by or retained as a consultant by affiliated with the Company Corporation has utilized employed or proposes to utilize employ any trade secret or any information or documentation proprietary to any third partyformer employer, and and, to the best knowledge of the CompanyCorporation's knowledge, no person employed by or retained as a consultant by affiliated with the Company Corporation has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale by the Company of any product or proposed product or the development or sale by the Company of any service or proposed service of the CompanyCorporation, and the Company Corporation has no reason to believe there will be any such utilization employment or violation.

Proprietary Information of Third Parties. To the best knowledge of the CompanyMDI's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has: MDI has (a) violated or may be violating any of the terms or conditions of an his or her employment, non-competition competition, nondisclosure or nondisclosure inventions agreement between such employee or affiliate and with such third party; , (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party; party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company MDI which suggests that such a claim might be contemplated. To the best knowledge of the CompanyMDI's knowledge, no person employed by or retained as a consultant by the Company affiliated with MDI has utilized employed or proposes to utilize employ any trade secret or any information or documentation proprietary to any third partyformer employer, and and, to the best knowledge of the CompanyMDI's knowledge, no person employed by or retained as a consultant by the Company affiliated with MDI has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale by the Company of any product or proposed product or the development or sale by the Company of any service or proposed service of the CompanyMDI, and the Company MDI has no reason to believe there will be any such utilization employment or violation.

Proprietary Information of Third Parties. To the best knowledge of the Company’s knowledge, no third party has claimed or has reason to claim that any person Person employed by or affiliated with the Company has: has (a) violated or may be violating to any material extent any of the terms or conditions of an his or her employment, non-competition competition, or nondisclosure non-disclosure agreement between such employee or affiliate and with such third party; , (b) disclosed or may be disclosing disclosing, or utilized or may be utilizing utilizing, any trade secret or proprietary information or documentation of such third party; , or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party , or has requested information from the Company which suggests that any such a claim might be contemplated. To the best knowledge of the Company’s knowledge, no person employed by or retained as a consultant by affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any third partyformer employer, and to the best knowledge of the Company’s knowledge, no person employed by or retained as a consultant by affiliated with the Company has violated any confidential relationship which that such person may have had with any third party, in connection with the development, manufacture manufacture, or sale by the Company of any product or proposed product product, or the development or sale by the Company of any service or proposed service of the Company, and the Company has no reason to believe there will be any such utilization employment or violation.

Proprietary Information of Third Parties. To the best knowledge Knowledge of ---------------------------------------- the Company, no third party has claimed or has reason to claim that any person employed or engaged by or affiliated with the Company has: or any Subsidiary has (a) violated or may be violating any of the terms or conditions of an his employment, non-competition competition, or nondisclosure non-disclosure agreement between such employee or affiliate and with such third party; , (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party; party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company or any Subsidiary which suggests that such a claim might be contemplated. To the best knowledge Knowledge of the Company, no person employed by or retained as a consultant by affiliated with the Company or any Subsidiary has utilized employed or proposes to utilize employ any trade secret or any information or documentation proprietary to any third partyformer employer, and to the best knowledge Knowledge of the Company, no person employed by or retained as a consultant by affiliated with the Company or any Subsidiary has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale by the Company of any product or proposed product or the development or sale by the Company of any service or proposed service of the CompanyCompany or any Subsidiary, and neither the Company nor such Subsidiary has no reason to believe there will be any such utilization employment or violation.

Proprietary Information of Third Parties. To the best knowledge of the Company, no No third party has claimed or or, to the best of the Company's knowledge, has reason to claim that any person employed by or affiliated with the Company has: has (a) violated or may be violating any of the terms or conditions of an his or her employment, non-competition noncompetition or nondisclosure agreement between such employee or affiliate and with such third party; , (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party; , or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company which suggests that such a claim might be contemplated. To the best knowledge of the Company, no No person employed by or retained as a consultant by affiliated with the Company has utilized employed or proposes to utilize employ any trade secret or any information or documentation proprietary to any third partyformer employer, and to the best knowledge of the Company, no person employed by or retained as a consultant by affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale by the Company of any product or proposed product or the development or sale by the Company of any service or proposed service of the Company, and the Company has no reason to believe there will be any such utilization employment or violation. To the best of the Company's knowledge, neither the execution or delivery of this Agreement nor the carrying on of the business of the Company by any officer, director or key employee of the Company will conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. To the best knowledge None of the Company, no Acquired Companies has received any written notice from a third party has claimed or has reason to claim claiming that any person employed employed, or otherwise engaged as a consultant, by or affiliated with the Company has: Acquired Companies has (a) violated or may be violating any of the terms or conditions of an his employment, non-competition or nondisclosure non-disclosure agreement between such employee or affiliate and with such third party; , (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party; party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company which suggests that such a claim might be contemplated. To the best knowledge of the Company’s Knowledge, no person employed by employed, or retained otherwise engaged as a consultant consultant, by the Company Acquired Companies has utilized or proposes to utilize employed any trade secret or any information or documentation proprietary to any third partyformer employer in a manner which violates the rights of any such former employer, and to the best knowledge of the Company’s Knowledge, no person employed by employed, or retained otherwise engaged as a consultant consultant, by the Company has Acquired Companies have violated any confidential relationship binding confidentiality obligations which such person may have had with any third party, in each case in connection with the development, manufacture or sale by the Company of any product or proposed product or the development or sale by the Company of any service or proposed service of the Company, and the Company has no reason to believe there will be any such utilization or violation.

Proprietary Information of Third Parties. To the best knowledge of the Company, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has: has (a) violated or may be violating any of the terms or conditions of an his or her employment, non-competition or nondisclosure agreement between such employee or affiliate and with such third party; , (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party; party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company which suggests that such a claim might be contemplated. To the best knowledge of the Company, no person employed by or retained as a consultant by the Company has utilized or proposes to utilize any trade secret or any information or documentation proprietary to any third party, and to the best knowledge of the Company,, no person employed by or retained as a consultant by the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale by the Company of any product or proposed product or the development or sale by the Company of any service or proposed service of the Company, and the Company has no reason to believe there will be any such utilization or violation.

Proprietary Information of Third Parties. To the best knowledge of the Company, no No third party has claimed or to the Company’s Knowledge has reason to claim that any person Person employed by or affiliated with the Company has: in connection with and during the Company’s operation of its Business has (ai) violated or may be violating any of the material terms or conditions of an such Person’s employment, non-competition competition, or nondisclosure non-disclosure agreement between such employee or affiliate and with such third party; , (bii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or material proprietary information or documentation of such third party; , or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company which suggests that relating to such a claim might be contemplatedclaim. To the best knowledge of the Company’s Knowledge, no person Person employed by or retained as a consultant by affiliated with the Company in connection with and during the Company’s ownership and operation of its Business has utilized employed or proposes to utilize employ any trade secret or any information or documentation proprietary to any third partyformer employer, and to the best knowledge of the Company, no person Person employed by or retained as a consultant by affiliated with the Company in connection with and during the Company’s ownership and operation of its Business has violated any confidential relationship which such person Person may have had with any third party, in connection with the development, manufacture or sale by the Company of any product or proposed product or the development or sale by the Company of any service or proposed service of the Company, and to the Company has Company’s Knowledge, there is no reason to believe there will be any such utilization employment or violation.

Proprietary Information of Third Parties. To No third party has claimed or, to the best knowledge Knowledge of the Company, no third party has claimed or has reason to claim that any person Person employed by or affiliated with the Company has: in connection with and during the Company's operation of its business has (ai) violated or may be violating any of the terms or conditions of an such Person's employment, non-competition or nondisclosure non-disclosure agreement between such employee or affiliate and with such third party; , (bii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party; , or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company which suggests that relates to such a claim might be contemplatedclaim. To the best knowledge Knowledge of the Company, no person Person employed by or retained as a consultant by affiliated with the Company in connection with and during the Company's ownership and operation of its business has utilized employed or proposes to utilize employ any trade secret or any information or documentation proprietary to any third party, former employer and to the best knowledge of the Company, no person Person employed by or retained as a consultant by affiliated with the Company in connection with and during the Company's ownership and operation of its business has violated any confidential relationship which such person Person may have had with any third party, in connection with the development, manufacture or sale by the Company of any product or proposed product or the development or sale by the Company of any service or proposed service of the Company, and to the Company has Knowledge of the Company, there is no reason to believe there will be any such utilization employment or violation.

Proprietary Information of Third Parties. To the best knowledge of the Company, no No third party has claimed or has reason to claim that any person Person employed by or affiliated with the Company has: in connection with and during the Company's operation of its business has (ai) violated or may be violating any of the terms or conditions of an such Person's employment, non-competition or nondisclosure non-disclosure agreement between such employee or affiliate and with such third party; , (bii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party; , or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company which suggests that relates to such a claim might be contemplatedclaim. To Except as set forth in Section 3.15 of the best knowledge Company Disclosure Schedule, to the Knowledge of the Company, no person Person employed by or retained as a consultant by affiliated with the Company in connection with and during the Company's ownership and operation of its business has utilized or proposes to utilize employed any trade secret or any information or documentation proprietary to any third party, former employer and to the best knowledge of the Company, no person Person employed by or retained as a consultant by affiliated with the Company in connection with and during the Company's ownership and operation of its business has violated any confidential relationship which such person Person may have had with any third party, in connection with the development, manufacture or sale by the Company of any product or proposed product or the development or sale by the Company of any service or proposed service of the Company, and to the Company has Knowledge of the Company, there is no reason to believe there will be any such utilization employment or violation.

Proprietary Information of Third Parties. To No third party has claimed or, to the best knowledge Knowledge of the Company, no third party has claimed or has reason to claim that any person Person employed by or affiliated with the Company has: in connection with and during the Company’s operation of its Business has (ai) violated or may be violating any of the terms or conditions of an such Person’s employment, non-competition or nondisclosure non-disclosure agreement between such employee or affiliate and with such third party; , (bii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party; , or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company which suggests that relates to such a claim might be contemplatedclaim. To the best knowledge Knowledge of the Company, no person Person employed by or retained as a consultant by affiliated with the Company in connection with and during the Company’s ownership and operation of its Business has utilized employed or proposes to utilize employ any trade secret or any information or documentation proprietary to any third party, former employer and to the best knowledge of the Company, no person Person employed by or retained as a consultant by affiliated with the Company in connection with and during the Company’s ownership and operation of its Business has violated any confidential relationship which such person Person may have had with any third party, in connection with the development, manufacture or sale by the Company of any product or proposed product or the development or sale by the Company of any service or proposed service of the Company, and to the Company has Knowledge of the Company, there is no reason to believe there will be any such utilization employment or violation.

Proprietary Information of Third Parties. To the best knowledge of the Company, no No third party has claimed or to the Company’s Knowledge has reason to claim that any person Person employed by or affiliated with the Company has: in connection with and during the Company’s operation of its Business has (ai) violated or may be violating any of the terms or conditions of an such Person’s employment, non-competition competition, or nondisclosure non-disclosure agreement between such employee or affiliate and with such third party; , (bii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party; , or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company which suggests that relating to such a claim might be contemplatedclaim. To the best knowledge of the Company’s Knowledge, no person Person employed by or retained as a consultant by affiliated with the Company in connection with and during the Company’s ownership and operation of its Business has utilized employed or proposes to utilize employ any trade secret or any information or documentation proprietary to any third partyformer employer, and to the best knowledge of the Company, no person Person employed by or retained as a consultant by affiliated with the Company in connection with and during the Company’s ownership and operation of its Business has violated any confidential relationship which such person Person may have had with any third party, in connection with the development, manufacture or sale by the Company of any product or proposed product or the development or sale by the Company of any service or proposed service of the Company, and to the Company has Company’s Knowledge, there is no reason to believe there will be any such utilization employment or violation.