Acknowledgement by Sellers. Each Seller hereby acknowledges and agrees that the restraints contained in this Section 8.9 are reasonable and enforceable in view of the Purchaser’s legitimate interests in protecting the Intellectual Property and goodwill acquired by the Purchaser and the limited scope of the restrictions in this Section 8.9. Each Seller hereby further acknowledges and agrees that the Restrictive Covenants are reasonable and enforceable in view of, among other things, (i) the narrow range of activities prohibited, (ii) the substantial consideration paid to Sellers pursuant to this Agreement, and (iii) the markets in which the Products and related services are provided.
Acknowledgement by Sellers. Each Seller acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of Parent and its Affiliates and, in making its determination to proceed with the transactions contemplated by this Agreement, such Seller has relied on the results of its own independent investigation and verification and the representations and warranties of Parent and Buyer expressly and specifically set forth in Article 4 and the certificate delivered at the Closing pursuant to Section 8.2. THE REPRESENTATIONS AND WARRANTIES BY PARENT AND BUYER SPECIFICALLY SET FORTH IN ARTICLE 4 AND THE CERTIFICATE DELIVERED PURSUANT OT SECTION 8.2 CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO SELLERS AND THE COMPANY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND EACH SELLER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING ANY OTHER REPRESENTATIONS OR WARRANTIES RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, PROJECTIONS OR FORECASTS OF OR RELATING TO PARENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE BUSINESSES OR THE PARENT COMMON STOCK) ARE SPECIFICALLY DISCLAIMED BY PARENT AND BUYER, ARE NOT BEING RELIED UPON BY ANY SELLER AND SHALL NOT (EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED TO IN THIS AGREEMENT) FORM THE BASIS OF ANY CLAIM AGAINST PARENT, BUYER, THE COMPANY, ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE ADVISORS OR AFFILIATES, OR ANY OF THE RESPECTIVE AFFILIATES OR REPRESENTATIVES OF THE FOREGOING, WITH RESPECT THERETO OR WITH RESPECT TO ANY RELATED MATTER. NEITHER PARENT NOR BUYER MAKES OR PROVIDES, PARENT AND BUYER EXPRESSLY DISCLAIM, AND EACH SELLER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, PROJECTIONS OR FORECASTS OF OR RELATING TO PARENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE BUSINESSES OR THE PARENT COMMON STOCK, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE 4 AND THE CERTIFICATE DELIVERED AT THE CLOSING PURSUANT TO SECTION 8.2.
Acknowledgement by Sellers. Sellers hereby acknowledge and accepts that (1) Buyers have the right to fully rely upon the representations, warranties and covenants of Sellers contained in this Framework Agreement (including the certificate to be delivered at Closing by Sellers) and (2) any knowledge of Buyers of any matter related to the Companies, learned during due diligence procedures or otherwise, shall not limit in any manner whatsoever Buyers’ indemnity rights hereunder.
Acknowledgement by Sellers. Sellers acknowledge that:
(a) Sellers have occupied positions of trust and confidence with the Company prior to the date hereof and have become familiar with the following, any and all of which constitute confidential information of the Company (collectively the “Confidential Information”): (i) any and all trade secrets concerning the business and affairs of the Company, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), of the Company and any other information, however documented, of the Company that is a trade secret; (ii) any and all information concerning the business and affairs of the Company (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials, and Supplier information), however documented; and (iii) any and all notes, analyses, compilations, studies, summaries, and other material prepared by or for the Company containing or based, in whole or in part, on any information included in the foregoing,
(b) the business of the Company is conducted in Ohio and under applicable Ohio law may be conducted in the entire State of Ohio;
(c) the Company competes with other businesses that are or could be located in any part of the State of Ohio;
(d) Buyer has required that the Sellers make the covenants set forth in Section 5 and this Section 9 of this Agreement as a condition to the Buyer’s purchase of the Shares owned by Sellers;
(e) the provisions of Sections 5.2, 5.3, 5.4, 5.6, and this Section 9 of this Agreement are reasonable and necessary to protect and preserve the Company’ business; and
(f) the Company would be irreparably damaged if any of the Sellers were to breach the covenants set forth in Sections 5.2, 5.3, 5.4, 5.6, and this Section 9 of ...
Acknowledgement by Sellers. Sellers acknowledge that no other representations and warranties of Buyer other than as are set forth in this Agreement are required by Sellers to enter into this Agreement.
Acknowledgement by Sellers. Each of the Sellers, jointly and severally, expressly and unconditionally acknowledge and agree that (1) the Non-Competition provisions of this Section 5.5 are essential to the goodwill and potential profitability of the business and operations of Buyer; (2) each of the Sellers have provided a substantial inducement for Buyer to enter into this Agreement and to consummate the transactions consummated hereby; (3) such Non-Competition provisions are fair and reasonable and reasonably required for the protection of the Buyer, its Purchased Assets and its business; the Buyer’s proposed operations and business are nationwide and, therefore, the prohibited activities conform to the business in the area within which such business is proposed to be conducted on the date of this Agreement; and (4) the application of the Non-Competition provisions of this Section 5.5 will not involve a substantial hardship upon any of the respective Sellers or their respective future business or operations. Each of the Sellers, jointly and severally, expressly and unconditionally, acknowledge and agree that a violation of the covenants set forth in this Section 5, or any provision thereof, will cause irreparable injury to Buyer and Buyer shall be entitled, in addition to any other rights and remedies it may have, at law or in equity, to an ex parte injunction enjoining and restraining each of the Sellers from doing or continuing to do any such prohibited act and any other violations or threatened violations of such covenants or Non-Competition provisions.
