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 the Acquired Companies prior to the date hereof and may have become familiar with some or all of the following, any and all of which constitute confidential information of the Acquired Companies (collectively the "CONFIDENTIAL INFORMATION"): (i) any and all trade secrets concerning the business and affairs of the Acquired Companies, 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), of the Acquired Companies and any other information, however documented, of the Acquired Companies that is a trade secret within the meaning of Florida law; (ii) any and all 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, the names and backgrounds of key personnel, 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 Acquired Companies containing or based, in whole or in part, on any information included in the foregoing, (b) the business of the Acquired Companies is international in scope, (c) its products and services are marketed throughout the world; (d) Purchaser has required that Seller make the covenants set forth in SECTIONS 4 and 5 of this Agreement as a condition to the Purchaser's acquisition of the Company from Seller and the other shareholders of the Company; (e) the provisions of SECTIONS 4 and 5 of this Agreement are reasonable and necessary to protect and preserve the Acquired Companies' business, and (f) the Acquired Companies would be irreparably damaged if Seller were to breach the covenants set forth in SECTIONS 4 and 5 of this...
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 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), however documented; and (iii) any and all notes, analysis, compilations,
ACKNOWLEDGMENTS BY SELLER. Seller acknowledges that Seller has had access to and has become familiar with the following, any and all of which constitute confidential information of Seller (collectively the “Confidential Information”): (a) any and all trade secrets concerning the business and affairs of Seller, methods, recipes and ingredient lists, menus, techniques, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, market studies, business plans, computer software and programs (including object code and source code), database technologies, systems, devices, know-how, discoveries, and concepts of Seller and any other information, however documented, of Seller that is a trade secret within the meaning of the Uniform Trade Secrets Act or under other applicable law; (b) any and all information concerning the business of the Restaurants (which includes without limitation historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, contractors, agents, suppliers and potential suppliers, personnel training and techniques and materials, purchasing methods and techniques and manuals); and (c) any and all notes, analyses, compilations, studies, summaries and other material prepared by or for Seller containing or based, in whole or in part, upon any information included in the foregoing. Seller acknowledges that (a) Buyer has required that Seller make the covenants set forth in Sections 3 and 4 of this Agreement as a condition to Buyer’s purchase of the Assets of the Annapolis Restaurant; (b) the provisions of Sections 3 and 4 of this Agreement are reasonable and necessary to protect and preserve Buyer’s interests in and right to the use and operation of the Assets of the Annapolis Restaurant from and after Closing of the purchase of the Assets of the Annapolis Restaurant; and (c) Buyer 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 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 is regional in scope; (b) the products and services of the Business are marketed throughout Arizona, Colorado, Kansas, Nevada, Oklahoma and Texas; (c) the Business competes with other businesses that are or could be located in the contiguous states to Arizona, Colorado, Kansas, Nevada, Oklahoma and Texas; (d) 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; (e) the provisions of Section 2 and Section 3 are reasonable and necessary to protect and preserve the Business and the value of the Company and Buyer...
ACKNOWLEDGMENTS BY SELLER. Seller understands, acknowledges and agrees that (a) Purchaser has required that Seller make the covenants set forth in Sections 2 and 3 of this Agreement as a condition to Purchaser's acquisition of the Company; (b) the provisions of Sections 2 and 3 of this Agreement are reasonable (including with respect to duration, geographical area and scope) and do not impose a greater restraint on Seller than is necessary to protect the goodwill or other business interest of Purchaser; (c) the provisions set forth in Sections 2 and 3 are not oppressive to Seller nor injurious to the public; and (d) Purchaser 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. Seller hereby acknowledges and ------------------------- consents to the following:
ACKNOWLEDGMENTS BY SELLER. Seller acknowledges that
