Common use of ACKNOWLEDGMENTS BY SELLER Clause in Contracts

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 Companies compete with other businesses that are or could be located in any part of the United States and Asia (d) the Covenants by Seller set forth in Sections 2, 3, 4 and 5 of this Agreement are conditions to CBC's purchase of the shares of capital stock of KRES beneficially owned directly or indirectly by Seller; (e) the provisions of Sections 2, 3, 4 and 5 of this Agreement are reasonable and necessary to protect and preserve the business and the value of the goodwill of the Acquired Companies which CBC is purchasing as part of its acquisition of KRES and to protect the confidentiality of the trade secrets and other Confidential Information concerning the Acquired Companies and (f) CBC and the Acquired Companies would be irreparably damaged if Seller were to breach the covenants set forth in Sections 2, 3, 4 and 5 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") 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 CBCCompanies, (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 manufacturing and distribution methods and processes, customer base and preferences and contact persons, customer lists, current and anticipated customer requirements, price lists, market studies prepared for or on behalf of the Acquired Companiesstudies, business plans and strategies, marketing strategies and methodsplans, 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 information, of the Acquired Companies and any other information, however documented, of the Acquired Companies that is a trade secretsecret within the meaning of applicable law; (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 plans, the names and the roles backgrounds of key personnel), personnel training and techniques and materials, however documented; and (iii) any and all notes, analysesanalysis, 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 national in scope, (c) its products and services are marketed throughout the United States; (d) the Acquired Companies compete with other businesses that are or could be located in any part of the United States and Asia States; (de) Buyer has required that Seller make the Covenants by Seller covenants set forth in Sections 2, 3, 3 and 4 and 5 of this Agreement are conditions as a condition to CBCthe Buyer's purchase of the shares of capital stock of KRES beneficially Shares owned directly or indirectly by SellerSeller and HAK; (ef) the provisions of Sections 2, 3, 3 and 4 and 5 of this Agreement are reasonable and necessary to protect and preserve the business and the value of the goodwill of the Acquired Companies which CBC is purchasing as part of its acquisition of KRES and to protect the confidentiality of the trade secrets and other Confidential Information concerning the Acquired Companies Companies' business, and (fg) CBC and the Acquired Companies would be irreparably damaged if Seller were to breach the covenants set forth in Sections 2, 3, 3 and 4 and 5 of this Agreement.

ACKNOWLEDGMENTS BY SELLER. Seller Quality acknowledges that (a) Seller has occupied a position as the owner of trust and confidence with KRES and its Subsidiaries (the "Acquired Companies") prior assets being conveyed to the date hereof and has acquired and become Buyer, Quality is familiar with the following, any and all of which constitute confidential information of the Acquired Companies of substantial value to each of Company or the Acquired Companies and CBC, Subsidiaries (collectively the "Confidential Information"): (i) any and all trade secrets specifically concerning the business Mortgage Business and affairs of the Acquired CompaniesAssets, including product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, 96 past, current and planned research and development, current and planned distribution marketing and sales methods and processes, customer base and preferences and contact persons, customer lists, current or prior loan applicants, broker lists, current or prior borrowers, current and anticipated customer requirements, price lists, market studies prepared for or on behalf of the Acquired Companiesstudies, business plans and strategies, marketing strategies and methodsplans, 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 information) of Quality or the Acquired Companies Subsidiaries and any other information, however documentedwhether or not documented in any manner, of Quality or the Acquired Companies Subsidiaries that is a trade secretsecret within the meaning of applicable trade secret law; (ii) any and all confidential proprietary information concerning the business businesses and affairs of Quality and the Acquired Companies Subsidiaries (which includes other than historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans plans, the names and the roles backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all notes, analyses, compilations, studies, summaries, studies and other material summaries prepared by or for Quality or the Acquired Companies Subsidiaries 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 businesses of Quality and the Acquired Companies Subsidiaries is international national in scope, ; (c) their products and services are marketed throughout the Acquired Companies United States; (d) Quality and the Subsidiaries compete with other single-family residential mortgage origination businesses that are or could be located in any part of the United States and Asia States; (de) Buyer has required that Quality make the Covenants by Seller covenants set forth in Sections 2, 3, 3 and 4 and 5 of this Agreement are conditions hereof as a condition to CBCBuyer's purchase acquisition of the shares of capital stock of KRES beneficially owned directly or indirectly by SellerAcquired Assets; (ef) the provisions of Sections 2, 3, 3 and 4 and 5 of this Agreement hereof are reasonable and necessary to protect and preserve the business and the value of the goodwill of the Acquired Companies which CBC is purchasing as part of its acquisition of KRES and to protect the confidentiality of the trade secrets and other Confidential Information concerning the Acquired Companies and (f) CBC Mortgage Business and the Acquired Companies Assets; and (g) the Mortgage Business and the Acquired Assets would be irreparably damaged if Seller Quality were to breach the covenants set forth in Sections 2, 3, 3 and 4 and 5 of this Agreementhereof.

ACKNOWLEDGMENTS BY SELLER. Seller acknowledges that (a) Seller has occupied a position of trust and confidence with KRES and its Subsidiaries (the "Acquired Companies") Companies prior to the date hereof and has acquired and may have become familiar with some or all of 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 InformationCONFIDENTIAL 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 manufacturing and distribution methods and processes, customer base and preferences and contact persons, customer lists, current and anticipated customer requirements, price lists, market studies prepared for or on behalf of the Acquired Companiesstudies, business plans and strategies, marketing strategies and methodsplans, 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 information), of the Acquired Companies and any other information, however documented, of the Acquired Companies that is a trade secretsecret within the meaning of Florida law; (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 plans, the names and the roles backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all notes, analysesanalysis, 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) its products and services are marketed throughout the Acquired Companies compete with other businesses that are or could be located in any part of the United States and Asia world; (d) Purchaser has required that Seller make the Covenants by Seller covenants set forth in Sections 2, 3, SECTIONS 4 and 5 of this Agreement are conditions as a condition to CBCthe Purchaser's purchase acquisition of the shares Company from Seller and the other shareholders of capital stock of KRES beneficially owned directly or indirectly by Sellerthe Company; (e) the provisions of Sections 2, 3, SECTIONS 4 and 5 of this Agreement are reasonable and necessary to protect and preserve the business and the value of the goodwill of the Acquired Companies which CBC is purchasing as part of its acquisition of KRES and to protect the confidentiality of the trade secrets and other Confidential Information concerning the Acquired Companies Companies' business, and (f) CBC and the Acquired Companies would be irreparably damaged if Seller were to breach the covenants set forth in Sections 2, 3, SECTIONS 4 and 5 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") 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 CBCCompanies, (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 manufacturing and distribution methods and processes, customer base and preferences and contact persons, customer lists, current and anticipated customer requirements, price lists, market studies prepared for or on behalf of the Acquired Companiesstudies, business plans and strategies, marketing strategies and methodsplans, 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 information, of the Acquired Companies and any other information, however documented, of the Acquired Companies that is a trade secretsecret within the meaning of applicable law; (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 plans, the names and the roles backgrounds of key personnel), personnel training and techniques and materials, however documented; and (iii) any and all notes, analysesanalysis, 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 national in scope, (c) its products and services are marketed throughout the United States; (d) the Acquired Companies compete with other businesses that are or could be located in any part of the United States and Asia States; (de) Buyer has required that Seller make the Covenants by Seller covenants set forth in Sections 2, 3, 3 and 4 and 5 of this Agreement are conditions as a condition to CBCthe Buyer's purchase of the shares of capital stock of KRES beneficially Shares owned directly or indirectly by SellerSeller and BJK; (ef) the provisions of Sections 2, 3, 3 and 4 and 5 of this Agreement are reasonable and necessary to protect and preserve the business and the value of the goodwill of the Acquired Companies which CBC is purchasing as part of its acquisition of KRES and to protect the confidentiality of the trade secrets and other Confidential Information concerning the Acquired Companies Companies' business, and (fg) CBC and the Acquired Companies would be irreparably damaged if Seller were to breach the covenants set forth in Sections 2, 3, 3 and 4 and 5 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 and anticipated customer requirements, price lists, market studies prepared for or on behalf of the Acquired Companies, including 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 Companies compete with other businesses that are or could be located in any part of the United States and Asia (d) the Covenants by Seller set forth in Sections 2, 3, 4 and 5 of this Agreement are conditions to CBC's purchase of the shares of capital stock of KRES beneficially owned directly or indirectly by Seller; (e) the provisions of Sections 2, 3, 4 and 5 of this Agreement are reasonable and necessary to protect and preserve the business and the value of the goodwill of the Acquired Companies which CBC is purchasing as part of its acquisition of KRES and to protect the confidentiality of the trade secrets and other Confidential Information concerning the Acquired Companies and (f) CBC and the Acquired Companies would be irreparably damaged if Seller were to breach the covenants set forth in Sections 2, 3, 4 and 5 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") Company 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, Company (collectively the "Confidential Information"): (i) any and all trade secrets concerning the business and affairs of the Acquired CompaniesCompany, 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 and anticipated customer requirements, price lists, market studies prepared for or on behalf of the Acquired Companiesstudies, business plans and strategies, marketing strategies and methodsplans, 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 Company and any other information, however documented, of the Acquired Companies Company that is a trade secretsecret within the meaning of the Uniform Trade Secret Act as adopted in Massachusetts, and further provided that any such Confidential Information under this Section 2(a) shall not include any information that is generally known within Duke's industry or which becomes known to the public through no fault of Seller; (ii) any and all confidential information concerning the business and affairs of the Acquired Companies Company (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans plans, the names and the roles backgrounds of key personnel), personnel training and techniques and materials, however documented; and (iii) any and all notes, analysesanalysis, compilations, studies, summaries, and other material prepared by or for the Acquired Companies Company 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 Company is international national in scope, (c) its services are marketed throughout the Acquired Companies compete United States, (d) the Company competes with other businesses that are or could be located in any part of the United States and Asia States, (de) Buyer has required that Seller make the Covenants by Seller covenants set forth in Sections 2, 3, 3 and 4 and 5 of this Agreement are conditions as a condition to CBCthe Buyer's purchase of the shares of capital stock of KRES beneficially Shares owned directly or indirectly by Seller; Seller and (ef) the provisions of Sections 2, 3, 3 and 4 and 5 of this Agreement are reasonable and necessary to protect and preserve the business and the value of the goodwill of the Acquired Companies which CBC is purchasing as part of its acquisition of KRES and to protect the confidentiality of the trade secrets and other Confidential Information concerning the Acquired Companies Company's business, and (fg) CBC and the Acquired Companies Company would be irreparably damaged if Seller were to breach the covenants set forth in Sections 2, 3, 3 and 4 and 5 of this Agreement.