Common use of Proprietary Information of Third Parties Clause in Contracts

Proprietary Information of Third Parties. No third party has claimed or has reason to claim, that any Person employed or retained 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 non-disclosure agreement 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 Company’s Knowledge, no Person employed by the Company or an Affiliate of the Company has employed or proposes to employ any trade secret or any information or documentation proprietary to any former employer and to the Company’s Knowledge, no Person employed by the Company or an Affiliate of 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 of any product or proposed product of the Company or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the Company’s Knowledge, neither the execution or delivery of this Agreement or any of the other Transaction Documents, nor the conduct or proposed conduct of the Company’s business, nor the participation of any of the Company’s officers, directors or employees in the conduct of the Company’s business, 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 to a third party.

Proprietary Information of Third Parties. No third party has claimed provided any oral or written notice claiming or, to the Knowledge of the Company, has reason to claim, claim that any Person employed or retained by or affiliated with the Company or HIP, LLC in connection with and during the operation of the Business of the Company has (ai) violated or may be violating any of the terms or conditions of an such Person's employment, non-competition or non-disclosure agreement 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 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 or HIP, LLC which suggests that relates to such a claim might be contemplatedclaim. To the Knowledge of the Company’s Knowledge, no Person employed by or affiliated with the Company or an Affiliate HIP, LLC in connection with and during the Company's or HIP, LLC's ownership and operation of the Company its business has employed or proposes to employ any trade secret or any information or documentation proprietary to any former employer and to the Company’s Knowledge, no Person employed by or affiliated with the Company in connection with and during the Company's or an Affiliate HIP, LLC's ownership and operation of the Company its business has violated any confidential relationship which such Person may have had with any third party in connection with the development, manufacture or sale of any product or proposed product of the Company or the development or sale of any service or proposed service of the Company or HIP, LLC, and, to the Knowledge of the Company, and the Company has there is no reason to believe there will be any such employment or violation. To the Company’s Knowledge, neither the execution or delivery of this Agreement or any of the other Transaction Documents, nor the conduct or proposed conduct of the Company’s business, nor the participation of any of the Company’s officers, directors or employees in the conduct of the Company’s business, 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 to a third party.

Proprietary Information of Third Parties. No To the best of the Company's knowledge, no third party has claimed or has reason to claim, claim that any Person person employed or retained by or affiliated with the Company has (a) violated or may be violating any of the terms or conditions of an his employment, non-competition or non-disclosure nondisclosure agreement 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 of the Company’s Knowledge's knowledge, no Person person employed by the Company or an Affiliate of affiliated with the Company has employed or proposes to employ any trade secret or any information or documentation proprietary to any former employer employer, and to the best of the Company’s Knowledge's knowledge, no Person person employed by the Company or an Affiliate of affiliated with 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 of any product or proposed product of the Company or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s Knowledge's knowledge, neither none of the execution or delivery of this Agreement Agreement, or any the carrying on of the other Transaction Documentsbusiness of the Company as officers, nor employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the Company’s business, nor the participation of any business of the Company’s officers, directors or employees in the conduct of the Company’s business, 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 person is obligated to a third partyobligated.

Proprietary Information of Third Parties. No Except as set forth in the Disclosure Letter, to the best of the Company's knowledge, no third party has claimed or has reason to claim, claim that any Person person employed or retained by or affiliated with the Company has (a) violated or may be violating any of the terms or conditions of an his employment, non-competition or non-disclosure agreement 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 of the Company’s Knowledge's knowledge, no Person person employed by the Company or an Affiliate of affiliated with the Company has employed or proposes to employ any trade secret or any information or of documentation proprietary to any former employer employer, and to the best of the Company’s Knowledge's knowledge, no Person person employed by the Company or an Affiliate of affiliated with 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 of any product or proposed product of the Company or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s Knowledge's knowledge, neither none of the execution or delivery of this Agreement Agreement, or any the carrying on of the other Transaction Documentsbusiness of the Company as officer, nor employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the Company’s business, nor the participation of any business of the Company’s officers, directors or employees in the conduct of the Company’s business, 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 person is obligated to a third partyobligated.

Proprietary Information of Third Parties. No To the Seller's knowledge, no third party has claimed or has any reason to claim, claim that any Person person employed or retained by or affiliated with the Company has has: (ai) violated or may be violating any of the terms or conditions of an his or her employment, non-competition competition, or non-disclosure agreement 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 party; or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present current or former employees. No third party has requested information from the Company which that suggests that such a claim might be contemplated. To the Company’s Knowledge, no Person No person employed by the Company or an Affiliate of affiliated with the Company has employed or proposes to employ any trade secret or any information or documentation proprietary to any former employer employer, and to the Company’s Knowledge, no Person person employed by the Company or an Affiliate of affiliated with the Company has violated any confidential relationship which such Person person may have had with any third party in connection with the development, manufacture development or sale of any product or proposed product of the Company or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To None of the execution, delivery or performance of this Agreement, or the carrying on of the business of the Company as officers, employees, or agents by any officer, director, or key employee or affiliated person of the Company’s Knowledge, neither the execution or delivery of this Agreement or any of the other Transaction Documents, nor the conduct or proposed conduct of the Company’s business, nor the participation of any business of the Company’s officers, directors or employees in the conduct of the Company’s business, will conflict with or result in a breach of the terms, conditions conditions, or provisions of of, or constitute a default under any contract, covenant covenant, or instrument under which any such Person person is obligated to a third partyobligated.

Proprietary Information of Third Parties. No To the ---------------------------------------- Knowledge of the Company, no third party has claimed or has reason to claim, claim that any Person employed by, or retained by or affiliated with serving as an independent contractor of, the Company has (ai) violated or may be violating any of the terms or conditions of an his or her employment, non-competition or non-disclosure agreement 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 such a claim might be contemplated. To the Knowledge of the Company’s Knowledge, no Person person employed by the Company or serving as an Affiliate independent contractor of the Company has employed or proposes proposed to employ any trade secret or any information or documentation proprietary to any former employer employer, and to the Knowledge of the Company’s Knowledge, no Person person employed by the Company by, or serving as an Affiliate of independent contractor of, 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 of any proprietary software or other product or proposed product of the Company or for the development or sale of any service or proposed service of the Company, and the Company has no reason to believe that there will be any such employment or violation. To the Knowledge of the Company’s Knowledge, neither the execution or nor delivery of this Agreement or any the carrying on of the other Transaction Documentsbusiness of the Company as officers, nor employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the Company’s business, nor the participation of any business of the Company’s officers, directors or employees in the conduct of the Company’s business, will conflict with or result in a the material breach of the terms, conditions or provisions of or constitute a default under any contractagreement, covenant or instrument under which any such Person is obligated to a third partyobligated.

Proprietary Information of Third Parties. No To the best of the Corporation's knowledge, no third party has claimed or has reason to claim, claim that any Person employed or retained by or affiliated with employee of the Company Corporation has (a) violated or may be violating any of the terms or conditions of an his employment, non-competition or non-disclosure agreement 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 Corporation in a manner such that the Corporation would reasonably expect that such a claim might be contemplated. To the Company’s Knowledgebest of the Corporation's knowledge, no Person employed by the Company or an Affiliate employee of the Company Corporation has employed or proposes to employ any trade secret or any information or documentation proprietary to any former employer employer, and to the Company’s Knowledgebest of the Corporation's knowledge, no Person employed by the Company or an Affiliate employee of the Company Corporation 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 of any product or proposed product of the Company or the development or sale of any service or proposed service of the CompanyCorporation, and the Company has no reason to Corporation does not believe there will be any such employment or violation. To the Company’s Knowledgebest of the Corporation's knowledge, neither none of the execution or delivery or performance of this Agreement Agreement, or any the carrying on of the other Transaction Documentsbusiness of the Corporation as officers, nor employees or agents by any officer or director of the Corporation, or the conduct or proposed conduct of the Company’s business, nor the participation of any business of the Company’s officers, directors or employees in the conduct of the Company’s businessCorporation, 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 person is obligated to a third partyobligated.