Acknowledgments of Sellers. Each Seller acknowledges that (i) any public disclosure of the Confidential Information will have an adverse effect on the Company, Purchaser and the business of the Company, (ii) the Company and Purchaser would suffer irreparable injury if a Seller breaches any of the terms of this Section, (iii) the Company and Purchaser will be at a substantial competitive disadvantage if such entity fails to acquire and maintain exclusive ownership of the Confidential Information or to abide by the restrictions provided for in this Section, (iv) the scope of the protective restrictions provided for in this Section are reasonable when taking into account (A) the negotiations between the Parties and (B) that the Sellers are the direct beneficiary of the Purchase Price paid pursuant to this Agreement, (v) the consideration being paid to the Sellers pursuant to this Agreement is sufficient inducement for the Sellers to agree to the terms hereof, (vi) the provisions of this Section are reasonable and necessary to protect the business of the Company, to prevent the improper use or disclosure of the Confidential Information and to provide the Company and Purchaser with exclusive ownership of all such Confidential Information and (vii) the terms of this Section preclude the Sellers from engaging in the conduct of the business of the Company.
Appears in 1 contract
Samples: Purchase Agreement (Hallmark Financial Services Inc)
Acknowledgments of Sellers. Each Seller acknowledges that (i) any public disclosure of the Confidential Information will have an adverse effect on the Company, Purchaser and the business of the Company, (ii) the Company and Purchaser would suffer irreparable injury if a Seller breaches any of the terms of this SectionSection 5.8, (iii) the Company and Purchaser will be at a substantial competitive disadvantage if such entity fails to acquire and maintain exclusive ownership of the Confidential Information or to abide by the restrictions provided for in this SectionSection 5.8, (iv) the scope of the protective restrictions provided for in this Section 5.8 are reasonable when taking into account (A) the negotiations between the Parties and (B) that the Sellers are the direct beneficiary of the Purchase Price paid pursuant to this Agreement, (v) the consideration being paid to the Sellers pursuant to this Agreement is sufficient inducement for the Sellers to agree to the terms hereof, (vi) the provisions of this Section 5.8 are reasonable and necessary to protect the business of the Company, to prevent the improper use or disclosure of the Confidential Information and to provide the Company and Purchaser with exclusive ownership of all such Confidential Information and (vii) the terms of this Section 5.8 preclude the Sellers from engaging in the conduct of the business of the CompanyCompany for a reasonable period.
Appears in 1 contract
Samples: Purchase Agreement (Hallmark Financial Services Inc)
Acknowledgments of Sellers. Each Seller acknowledges that (i) any public disclosure of the Confidential Information will have an adverse effect on the each Company, Purchaser and the business of the such Company, (ii) the such Company and Purchaser would suffer irreparable injury if a Seller breaches any of the terms of this SectionSection 5.8, (iii) the such Company and Purchaser will be at a substantial competitive disadvantage if such entity fails to acquire and maintain exclusive ownership of the Confidential Information or any Seller fails to abide by the restrictions provided for in this SectionSection 5.8, (iv) the scope of the protective restrictions provided for in this Section 5.8 are reasonable when taking into account (A) the negotiations between the Parties and (B) that the Sellers are the direct beneficiary beneficiaries of the Purchase Price paid pursuant to this Agreement, (v) the consideration being paid to the Sellers pursuant to this Agreement is sufficient inducement for the Sellers to agree to the terms hereof, (vi) the provisions of this Section 5.8 are reasonable and necessary to protect the business of the each Company, to prevent the improper use or disclosure of the Confidential Information and to provide the such Company and Purchaser with exclusive ownership of all such Confidential Information and (vii) the terms of this Section 5.8 preclude the Sellers from engaging in the conduct of the business of the Companyeach Company only for a reasonable period.
Appears in 1 contract
Samples: Stock Purchase Agreement (Hallmark Financial Services Inc)
Acknowledgments of Sellers. Each Seller acknowledges that (i) any public disclosure of the Confidential Information will have an adverse effect on the each Company, Purchaser and the business of the such Company, (ii) the such Company and Purchaser would suffer irreparable injury if a Seller breaches any of the terms of this SectionSection 5.9, (iii) the such Company and Purchaser will be at a substantial competitive disadvantage if such entity fails to acquire and maintain exclusive ownership of the Confidential Information or to abide by the restrictions provided for in this SectionSection 5.9, (iv) the scope of the protective restrictions provided for in this Section 5.9 are reasonable when taking into account (A) the negotiations between the Parties and (B) that the Sellers are the direct beneficiary of the Purchase Price paid pursuant to this Agreement, (v) the consideration being paid to the Sellers pursuant to this Agreement is sufficient inducement for the Sellers to agree to the terms hereof, (vi) the provisions of this Section 5.9 are reasonable and necessary to protect the business of the each Company, to prevent the improper use or disclosure of the Confidential Information and to provide the such Company and Purchaser with exclusive ownership of all such Confidential Information and (vii) the terms of this Section 5.9 preclude the Sellers from engaging in the conduct of the business of the Companyeach Company for a reasonable period.
Appears in 1 contract
Samples: Purchase Agreement (Hallmark Financial Services Inc)
Acknowledgments of Sellers. Each Seller acknowledges that (i) any public disclosure of the Confidential Information will have an adverse effect on the each Company, Purchaser and the business of the such Company, (ii) the such Company and Purchaser would suffer irreparable injury if a Seller breaches any of the terms of this Section, (iii) the such Company and Purchaser will be at a substantial competitive disadvantage if such entity fails to acquire and maintain exclusive ownership of the Confidential Information or to abide by the restrictions provided for in this Section, (iv) the scope of the protective restrictions provided for in this Section are reasonable when taking into account (A) the negotiations between the Parties and (B) that the Sellers are the direct beneficiary of the Purchase Price paid pursuant to this Agreement, (v) the consideration being paid to the Sellers pursuant to this Agreement is sufficient inducement for the Sellers to agree to the terms hereof, (vi) the provisions of this Section are reasonable and necessary to protect the business of the each Company, to prevent the improper use or disclosure of the Confidential Information and to provide the such Company and Purchaser with exclusive ownership of all such Confidential Information and (vii) the terms of this Section preclude the Sellers from engaging in the conduct of the business of the each Company.
Appears in 1 contract
Samples: Purchase Agreement (Hallmark Financial Services Inc)