Restrictions on Employees. To the knowledge of the Company, no employee or independent contractor of the Company is obligated under any agreement or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would or may materially interfere with such employee or contractor carrying out his or her duties for the Company or that would materially conflict with the Company’s business as presently conducted and proposed to be conducted.
Restrictions on Employees. To the best knowledge of Seller, no employee of Seller is subject to any agreement with any other person or entity which requires such employee to assign any interest in inventions or other intellectual property or keep confidential any trade secrets, proprietary data, customer lists or other business information or which restricts such officer or employee from engaging in competitive activities or solicitation of customers.
Restrictions on Employees. To the knowledge of the Company and except as set forth in Section 2.14(m) of the Disclosure Letter, no employee or independent contractor of the Company or any Subsidiary is obligated under any agreement, or subject to any judgment, decree or order of any court or administrative agency, or any other legal restriction, that materially interferes with such employee or contractor carrying out his or her duties for the Company or such Subsidiary or that conflicts with the Company's business as presently conducted and proposed to be conducted. Except as set forth in Section 2.14(m) of the Disclosure Letter, to the knowledge of the Company, it is not utilizing, nor will it be necessary to utilize, any inventions of any employees of the Company or any Subsidiary (or persons the Company or any Subsidiary currently intends to hire) made, or any confidential information (including Trade Secrets) of another person to which such employees were exposed, prior to their employment by the Company or any Subsidiary.
Restrictions on Employees. To the Seller’s Knowledge, no employee, consultant, director, managing director, officer, or other service provider of the Company is subject to any employment, invention assignment, Patent disclosure, non-competition, non-solicitation, confidentiality, or other restrictive Contract with a third-party that interferes or is reasonably likely to interfere with (i) the performance of such person’s duties to the Company or (ii) the Company’s business as conducted.
Restrictions on Employees. To the knowledge of the Company, no employee, consultant or independent contractor of the Company or any of its subsidiaries is obligated under any agreement, or subject to any judgment, decree or order of any court or administrative 44 agency, or any other restriction, that would or may interfere with such employee, consultant or contractor carrying out his or her duties for the Company or any subsidiary of the Company or that would conflict with the conduct of the Business. To the knowledge of the Company, the Company and its subsidiaries are not utilizing, nor will it be necessary for the Company or any of its subsidiaries to utilize, any inventions of any employees, consultants or contractors of the Company or any subsidiary (or persons the Company currently intends to hire or engage) made, or any confidential information (including Trade Secrets) of any Third Party to which such employees, consultants or contractors were exposed, prior to their employment or engagement by the Company or any subsidiary of the Company.
Restrictions on Employees. To the Knowledge of the Company, no officer, executive, or other key employee of the Target Companies is subject to any employment, invention assignment, patent disclosure, non-competition, non-solicitation, confidentiality, or other restrictive Contract that would materially restrict (i) the performance of such person’s duties to the Target Companies, or after the consummation of the transactions contemplated herein, to Buyer or its Affiliates, or (ii) the conduct of the business of the Target Companies as it is now being conducted.
Restrictions on Employees. To the knowledge of the Seller and except as set forth in Section 2.8(j) of the Disclosure Schedule, no employee or independent contractor of the Seller Group who is employed in connection with the Business is obligated under any agreement, or subject to any judgment, decree or order of any court or administrative agency, or any other legal restriction, that materially interferes with such employee or contractor carrying out his or her duties for the Seller Group or that would conflict with the Business as presently conducted. Except as set forth in Section 2.8(j) of the Disclosure Schedule, to the knowledge of the Seller, the Seller Group is not utilizing, nor will it be necessary to utilize in connection with the Business for making the Business Products, any inventions of any employees of the Seller Group (or persons the Seller Group currently intends to hire), or any confidential information (including Trade Secrets) of another person to which such employees were exposed, prior to their employment by the Seller Group. To the Seller’s knowledge, at no time during the conception of or reduction to practice of any Business Intellectual Property used in the Business owned or developed by the Seller Group was any developer, inventor or other contributor to such Intellectual Property operating under any grants from any Governmental Entity or private source, performing research sponsored by any Governmental Entity or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could materially adversely affect the Seller Group’s rights in such Intellectual Property.
Restrictions on Employees. Except as set forth on Schedule 2.13(c)(i), to the Sellers’ Knowledge, no other Employee of Seller or any Consultant providing services to Seller relating to the Intellectual Property of Seller included in the Purchased Assets is subject to any agreement with any other person or entity which requires such Employee or Consultant to assign any interest in inventions or other intellectual property or keep confidential any trade secrets, proprietary data, customer lists or other business information or which restricts such Employee or Consultant from engaging in competitive activities or solicitation of customers in connection with the Business. Except as set forth on Schedule 2.13(c), in the previous three (3) years, the Seller has received no written notice from a third party in which such third party is claiming and no Person has a valid claim, that any of the Employees or such Consultants (i) has violated or may be violating any of the terms or conditions of such Employee’s or Consultant’s employment, non-competition, non-solicitation or non-disclosure agreement with such third party, (ii) has or may have disclosed, or utilized, any trade secret or proprietary information or documentation of such third party, or (iii) has unlawfully interfered in the employment relationship between such third party and any of its present or former employees. To the Selling Parties’ Knowledge, no Employee or any such Consultant has employed or has proposed to employ or in any way to misappropriate any trade secret or any information proprietary to any former employer or violated any confidential relationship which such Person may have had with any third party.
Restrictions on Employees. To the best of the knowledge of Poly-Cell and the Controlling Stockholders, no employee of Poly-Cell is subject to any agreement with any other person or entity which requires such employee to assign any interest in inventions or other intellectual property or keep confidential any trade secrets, proprietary data, customer lists or other business information or which restricts such employee from engaging in competitive activities or solicitation of customers. (u)
Restrictions on Employees. To the Seller’s Knowledge, no employee, consultant, director, managing director, officer, or other service provider of the Company is subject to any employment, invention assignment, Patent disclosure, non-competition, non-solicitation, confidentiality, or other restrictive Contract with a third-party that interferes or is reasonably likely to interfere with (i) the performance of such person’s duties to the Company or (ii) the Company’s business as conducted. (k) No Transaction Bonuses. No employee of the Company is entitled to a bonus or other incentive compensation to be paid on or after the Closing Date by virtue or as a result of the execution of the Transaction Documents and/or the completion of the transactions other than those to be settled prior to the Closing Date or as reflected as part of the Closing Indebtedness or Closing Transaction Expenses.
