Common use of Proprietary Information of Third Parties Clause in Contracts

Proprietary Information of Third Parties. No third party has claimed or notified the Company of its intention to claim that any Person employed or retained by the Company has (a) violated or may be violating any of the terms or conditions of his or her employment, non-competition, nondisclosure or inventions 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. The Company in not aware of any Person employed by it, which has employed or proposes to employ any trade secret or any information or documentation proprietary to any former employer, or of any Person employed by the Company which 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 or the development or sale of any service or proposed service of the Company. To the Company's knowledge, none of the execution or delivery of this Agreement or any of the Related Agreements, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under any non-competition, non-disclosure or inventions agreement under which any such Person is obligated.

Proprietary Information of Third Parties. No To each Seller's knowledge, except for the Share Ownership Claim, no third party has claimed or notified the Company of its intention to claim that any Person person employed by or retained by under the control of the Company has (ai) violated or may be violating any of the material terms or conditions of his or her employment, independent contractor, non-competition, nondisclosure competition or inventions non-disclosure agreement with such third party, (bii) disclosed or may be disclosing or utilized or may be improperly 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 employees and to Sellers' knowledge, no third party has requested information from the Company which suggests that such a claim might be contemplated. The Company in not aware of any Person employed by it, which has employed or proposes to employ any trade secret or any information or documentation proprietary to any former employer, or of any Person employed by the Company which 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 or the development or sale of any service or proposed service of the Company. To the Companyeach Seller's knowledge, none of the execution or delivery of this Agreement or any of the Related AgreementsAgreement, or the carrying on of the business of the Company as officers, employees or agents Business by any officer, director director, independent contractor, or key employee of the Company, or the conduct or proposed conduct of the business of the CompanyBusiness, will conflict with or result in a breach of the terms, conditions or provisions of of, or constitute a default under under, any non-competitioncontract, non-disclosure covenant or inventions agreement instrument under which any such Person person is obligated. To each Seller's knowledge, no person employed by or under the control of the Company has, in connection with such person's performance of any employment or other services rendered to the Company, employed any material trade secret or any information or documentation proprietary to any former employer, and to each Seller's knowledge, no person employed by or under the control of the Company has, in connection with such person's performance of any employment or other services rendered to the Company, violated any material confidentiality obligation which such person may have owed to any third party.

Proprietary Information of Third Parties. No third party has claimed or notified to any member of the Knowledge Group of the Company or, to the Knowledge of its intention the Company, has reason to claim that any Person person employed by the Company or retained by the Company as a consultant or contractor in connection with and during the Company's ownership and operation of its business has (ai) violated or may be violating any of the terms or conditions of his or her such person's employment, non-competition, nondisclosure competition or inventions 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 Trade Secrets and Other 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 which suggests that relates to such a claim might be contemplatedclaim. The Company in not aware To the Knowledge of any Person the Company, no person employed by it, which the Company or retained by the Company as a consultant or contractor in connection with and during the Company's ownership and operation of its business has employed or proposes to employ any trade secret or any information or documentation proprietary to any former employeremployer and, or to the Knowledge of any Person the Company, no person employed by the Company which or retained by the Company as a consultant or contractor 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 of any product or proposed product or the development or sale of any service or proposed service of the Company. To , and to the Company's knowledge, none of the execution or delivery of this Agreement or any of the Related Agreements, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee Knowledge of the Company, or the conduct or proposed conduct of the business of the Company, there is no reason to believe there will conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under any non-competition, non-disclosure or inventions agreement under which be any such Person is obligatedemployment or violation.

Proprietary Information of Third Parties. No To the Company's and each Subsidiary's knowledge, no third party has claimed that any person employed by or notified under the control of the Company of its intention to claim that or any Person employed or retained by the Company Subsidiary has (a) violated or may be violating any of the terms or conditions of his or her employment, non-competition, competition or nondisclosure or inventions agreement with such third party, (b) disclosed or may be disclosing or utilized or may be improperly 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 employees and no third party has requested information from the Company or any Subsidiary which suggests that such a claim might be contemplated. The Company in not aware of any Person employed by it, which has employed or proposes to employ any trade secret or any information or documentation proprietary to any former employer, or of any Person employed by the Company which 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 or the development or sale of any service or proposed service of the Company. To the Company's and each Subsidiary's knowledge, none of the execution or delivery of this Agreement or any of the Related AgreementsAgreement, or the carrying on of the business of the Company as officers, employees or agents any Subsidiary by any officer, director or key employee of the CompanyCompany and each Subsidiary, or the conduct or proposed conduct of the business of the CompanyCompany and each Subsidiary as described in the Memorandum, will conflict with or result in a breach of the terms, conditions or provisions of of, or constitute a default under under, any non-competitioncontract, non-disclosure covenant or inventions agreement instrument under which any such Person person is obligated. To the Company's and each Subsidiary's knowledge, no person employed by or under the control of the Company or any Subsidiary has, in connection with such person's performance of any employment or other services rendered to the Company or any Subsidiary, employed any trade secret or any information or documentation proprietary to any former employer, and to the Company's and each Subsidiary's knowledge, no person employed by or under the control of the Company or any Subsidiary has, in connection with such person's performance of any employment or other services rendered to the Company or any Subsidiary, violated any confidentiality obligation which such person may have owed to any third party.

Proprietary Information of Third Parties. No To the ---------------------------------------- Knowledge of the Purchaser, no third party has claimed or notified the Company of its intention has reason to claim that any Person employed by, or retained by serving as an independent contractor of, the Company Purchaser has (ai) violated or may be violating any of the terms or conditions of his or her employment, non-competition, nondisclosure competition or inventions 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 To the Company which suggests that such a claim might be contemplated. The Company in not aware Knowledge of any Person the Purchaser, no person employed by it, which or serving as an independent contractor of the Purchaser has employed or proposes proposed to employ any trade secret or any information or documentation proprietary to any former employer, and to the Knowledge of the Purchaser, no person employed by, or of any Person employed by serving as an independent contractor of, the Company which Purchaser has violated any confidential relationship which such Person person may have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product or for the development or sale of any service or proposed service of the CompanyPurchaser, and the Purchaser has no reason to believe that there will be any such employment or violation. To the Company's knowledge, none Knowledge of the Purchaser, neither the execution or nor delivery of this Agreement or any of the Related Agreements, or the carrying on of the business of the Company Purchaser as officers, employees or agents by any officer, director or key employee of the CompanyPurchaser, or the conduct or proposed conduct of the business of the CompanyPurchaser, will conflict with or result in a the material breach of the terms, conditions or provisions of or constitute a default under any non-competitionagreement, non-disclosure covenant or inventions agreement instrument under which any such Person is obligated.

Proprietary Information of Third Parties. No To the Company's and each Subsidiary's knowledge, no third party has claimed that any person employed by or notified under the control of the Company of its intention to claim that or any Person employed or retained by the Company Subsidiary has (a) violated or may be violating any of the terms or conditions of his or her employment, non-competition, nondisclosure competition or inventions non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be improperly 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 employees and no third party has requested information from the Company or any Subsidiary which suggests that such a claim might be contemplated. The Company in not aware of any Person employed by it, which has employed or proposes to employ any trade secret or any information or documentation proprietary to any former employer, or of any Person employed by the Company which 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 or the development or sale of any service or proposed service of the Company. To the Company's and each Subsidiary's knowledge, none of the execution or delivery of this Agreement or any of the Related AgreementsAgreement, or the carrying on of the business of the Company as officers, employees or agents any Subsidiary by any officer, director or key employee of the CompanyCompany and each Subsidiary, or the conduct or proposed conduct of the business of the CompanyCompa- ny and each Subsidiary as described in the Memorandum, will conflict with or result in a breach of the terms, conditions or provisions of of, or constitute a default under under, any non-competitioncontract, non-disclosure covenant or inventions agreement instrument under which any such Person person is obligated. To the Company's and each Subsidiary's knowledge, no person employed by or under the control of the Company or any Subsidiary has, in connection with such person's performance of any employment or other services rendered to the Company or any Subsidiary, employed any trade secret or any information or documentation proprietary to any former employer, and to the Company's and each Subsidiary's knowledge, no person employed by or under the control of the Company or any Subsidiary has, in connection with such person's performance of any employment or other services rendered to the Company or any Subsidiary, violated any confidentiality obligation which such person may have owed to any third party.

Proprietary Information of Third Parties. No To Seller's knowledge, no third party has claimed or notified the Company of its intention to claim that any Person person employed by or retained by under the Company control of Seller, including, without limitation, Seller's independent contractors, has (ai) violated or may be violating any of the material terms or conditions of his or her employment, independent contractor, non-competition, nondisclosure competition or inventions non-disclosure agreement with such third party, (bii) disclosed or may be disclosing or utilized or may be improperly 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 employees and to Seller's knowledge, no third party has requested information from the Company Seller which suggests that such a claim might be contemplated. The Company in not aware of any Person employed by it, which has employed or proposes to employ any trade secret or any information or documentation proprietary to any former employer, or of any Person employed by the Company which 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 or the development or sale of any service or proposed service of the Company. To the CompanySeller's knowledge, none of the execution or delivery of this Agreement or any of the Related AgreementsAgreement, or the carrying on of the business of the Company as officers, employees or agents Business by any officer, director director, independent contractor, or key employee of the CompanySeller, or the conduct or proposed conduct of the business of the CompanyBusiness, will conflict with or result in a breach of the terms, conditions or provisions of of, or constitute a default under under, any non-competitioncontract, non-disclosure covenant or inventions agreement instrument under which any such Person person is obligated. To Seller's knowledge, no person employed by or under the control of Seller has, in connection with such person's performance of any employment or other services rendered to Seller, employed any material trade secret or any information or documentation proprietary to any former employer, and to Seller's knowledge, no person employed by or under the control of Seller has, in connection with such person's performance of any employment or other services rendered to Seller, violated any material confidentiality obligation which such person may have owed to any third party.