ACKNOWLEDGMENTS BY SELLER. Seller acknowledges that (a) Seller has occupied a position of trust and confidence with the Acquired Companies prior to the date hereof and has 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, samples, current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, and computer software and programs 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, and personnel training and techniques and materials), however documented; and (iii) any and all notes, analysis, 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 national in scope, (c) its products and services are marketed throughout the United States; (d) the Company competes with other businesses that are or could be located in any part of the United States; (e) Buyer has required that Seller make the covenants set forth in Sections 3 and 4 of this Agreement as a condition to the Buyer's purchase of the Shares owned by Seller; (f) the provisions of Sections 3 and 4 of this Agreement are reasonable and necessary to protect and preserve the Acquired Companies' business, and (g) the Company would be irreparably damaged if Seller were to breach the covenants set forth in Sections 3 and 4 of this Agreement.
ACKNOWLEDGMENTS BY SELLER. Seller acknowledges that (a) Seller has occupied a position of trust and confidence with KRES and its Subsidiaries (the "Acquired Companies") prior to the date hereof and has acquired and become familiar with the following, any and all of which constitute confidential information of the Acquired Companies of substantial value to each of the Acquired Companies and CBC, (collectively the "Confidential Information"): (i) any and all trade secrets concerning the business and affairs of the Acquired Companies, including 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 base and preferences and contact persons, customer lists, current customer requirements, price lists, market studies prepared for or on behalf of the Acquired Companies, business plans and strategies, marketing strategies and methods, 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 Acquired Companies and any other information, however documented, of the Acquired Companies that is a trade secret; (ii) any and all confidential information concerning the business and affairs of the Acquired Companies (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans and the roles of key personnel), however documented; and (iii) any and all notes, analyses, compilations, studies, summaries, and other material prepared by or for the Acquired Companies containing or based, in whole or in part, on any information included in the foregoing, provided, however, Confidential Information shall not include information that is or becomes publicly known through lawful means, was rightfully in Seller's possession or part of his general knowledge prior to being employed by KRES or any predecessor or Affiliate of KRES or is subsequently disclosed to Seller by a third party without the breach by such third party of any agreement or any restriction on its use; (b) the business of the Acquired Companies is international in scope, (c) the Acquired Comp...
ACKNOWLEDGMENTS BY SELLER. Seller, by its execution hereof, acknowledges and agrees that neither the execution of this Consent, the performance by Xxxxx of any of the obligations of Buyer hereunder, the exercise of any of the rights of Buyer hereunder, or the acceptance by Buyer of performance of the Power Purchase Agreement by any party other than Seller shall (a) release Seller from any obligation of Seller under the Power Purchase Agreement,
ACKNOWLEDGMENTS BY SELLER. Seller acknowledges that (a) Seller has occupied a position of trust and confidence with the Company prior to the date hereof and has 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 manufacturing and 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, regarding downhole injection technology, methodology or applications, of the Company and any other information, however documented, of the Company that is a trade secret within the meaning of trade secret laws of the State of Texas); (ii) any and all information concerning the business and affairs of the Company (which includes
ACKNOWLEDGMENTS BY SELLER. Seller and the Key Stockholders acknowledge and agree that each: (i) was afforded access to Confidential Information (as defined below) which could have an adverse effect on Buyer and its business if it is disclosed, and that as a condition to the consummation of the transactions contemplated hereby it is reasonable and necessary for Seller and the Key Stockholders to promise and agree, subject to the terms and conditions herein, not to disclose such Confidential Information and (ii) has knowledge and expertise in the Purchased Business that is special and unique, and that as a condition to Buyer’s consummation of the transactions contemplated hereby, it is reasonable and necessary for Seller and the Key Stockholders to promise and agree, subject to the terms and conditions herein, to the non-compete covenants set forth in Section 7.2(c) below. Seller and the Key Stockholders further acknowledge and agree that the benefits provided to Seller and the Key Stockholders under this Agreement, constitutes good and sufficient consideration for the agreements and covenants in this Section 7.2.
ACKNOWLEDGMENTS BY SELLER. Seller acknowledges that Seller has occupied a position of trust and confidence with the Company prior to the date hereof and has had access to and has become familiar with all of the proprietary and confidential financial, commercial, technical, engineering or other information of the Company, whether in written, oral, visual, or electronic form (collectively the "Confidential Information"), including the following: (a) all information that is a trade secret under applicable trade secret or other law; (b) all information concerning 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 manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer hardware, computer software and database technologies, systems, structures and architectures; (c) all material information concerning the business and affairs of the Company (which includes historical and current financial statements, financial projections and budgets, Tax Returns and accountants’ materials, historical, current and projected sales, capital spending budgets and plans, business plans, strategic plans, marketing and advertising plans, publications, client and customer lists and files, contracts, the names and backgrounds of key personnel and personnel training techniques and materials, however documented), regardless of the form of the communication; and (d) all notes, analyses, compilations, studies, summaries and other material prepared by Seller to the extent containing or based, in whole or in part, upon any information included in the foregoing. Seller acknowledges that (a) the Business, the products and services of the Business are marketed throughout Arizona, California, Colorado, Nevada, New Mexico, Oklahoma, Texas, Utah and Wyoming; (b) the Business competes with other businesses that are or could be located in Arizona, California, Colorado, Nevada, New Mexico, Oklahoma, Texas, Utah and Wyoming; (c) Buyer has required that Seller make the covenants set forth in Section 2 and Section 3 as a condition to Buyer's acquisition of the Business and the purchase of the Purchased Shares; (d) the provisions of Section 2 and Section 3 are reasonable and necessary to protect and preserve the Business and the value of the Compa...
ACKNOWLEDGMENTS BY SELLER. Seller understands, acknowledges and agrees that (a) Buyer has required that Seller make the covenants set forth in SECTIONS 2 AND 3 of this Agreement as a condition to Buyer's purchase of the stock of the Company, (b) the provisions of SECTIONS 2 AND 3 of this Agreement are reasonable and do not impose a greater restraint on Seller than is necessary to protect the goodwill or other business interest of Buyer, (c) the provisions set forth in SECTIONS 2 AND 3 are not oppressive to Seller nor injurious to the public; and (d) Buyer would be irreparably damaged if Seller were to breach the covenants set forth in SECTIONS 2 AND 3 of this Agreement.
ACKNOWLEDGMENTS BY SELLER. The Seller acknowledges that it has been afforded the opportunity to ask questions of the Buyer and/or the Company. Without limiting the generality of the foregoing, the Seller has also had the opportunity to obtain and to review the Company's (1) Annual Report on Form 10-K for the fiscal year ended May 31, 2002 and any amendments thereof, (2) Quarterly Reports on Form 10-Q for the fiscal quarters ended August 31, 2002 and November 30, 2002, (3) Current Report on Form 8-K dated October 31, 2002 and (4) the Company's press releases that have been released from time to time prior to the date hereof (and which are available on the Internet site "xxxx://xxx.xxxxx.xxx/n/s/smcs.ob.html") (collectively, the "Company's Public Documents"). The Seller further acknowledges that the Seller has had the benefit of financial and legal advisors with respect to this Agreement and that the Seller is not relying on Buyer or any person on behalf of or retained by Buyer for any disclosure of information with respect to the Company and its subsidiaries. Nothing in this Section 4.6 shall be a defense to or mitigation of any breach by Buyer of its representations and warranties contained in Section 5 of this Agreement.
ACKNOWLEDGMENTS BY SELLER. DASA acknowledges that (a) it has become familiar with certain Confidential Information of the Companies, (b) the business of the Companies in international in scope, (c) the Companies' products and services are marketed primarily in North America and, to a lesser extent throughout the World; (d) the Companies compete with other businesses that are or could be located in any part of the World; (e) Buyer has required that DASA make the covenants set forth in Sections 3 and 4 of this Agreement as a condition to the Buyer's purchase of the Shares; (f) the provisions of Sections 3 and 4 of this Agreement are reasonable and necessary to protect and preserve the Companies' business, and (g) the Companies would be irreparably damaged if DASA were to breach the covenants set forth in Sections 3 and 4 of this Agreement.
ACKNOWLEDGMENTS BY SELLER. In connection with, and in consideration of, the sale of the Shares to the undersigned, the undersigned hereby represents and warrants to the Company and its officers, directors, employees, agents and shareholders that the undersigned:
