As Seller. Executive acknowledges that he has received significant consideration as part of the Contribution Agreement, and that, as a result, Executive agrees that for a period of thirty (30) months after the Closing Date, Executive will not, absent the Company’s prior written approval, directly or indirectly, individually or on behalf of any other person or entity, whether as principal, agent, stockholder (other than as the holder of not more than 1% of the combined voting power of the outstanding stock of a public company), officer or director of any corporation or other business entity, or as a trustee, fiduciary or in any other similar representative capacity, solicit any person or entity that engages in (a) providing luxury destination club vacation opportunities or (b) the ownership and/or operation of a business of providing luxury destination club vacation opportunities. Such period is hereafter referred to as the “Seller Non-Compete Period.”
As Seller. Xxxxxxxx agrees to deliver to Xxxxxx upon request a list of all Persons to or through whom Borrower may sell any Farm Products produced by Borrower, such list to identify the name and address of such Person or Persons. Xxxxxxxx agrees that it will, at any time, execute and assist in the preparation of any “effective financing statements” (as such term is utilized in the Food Security Act) with respect to each jurisdiction that has established a “central filing system” pursuant to the Food Security Act as Lender may reasonably request to protect its Liens under the Food Security Act as against the purchasers of Borrower’s Farm Products, as required by the Security Agreement. Unless an Event of Default or Unmatured Event of Default shall have occurred and be continuing, Borrower is authorized to directly receive all proceeds related to Borrower’s Farm Products, if any, provided that such proceeds are transferred into a deposit account as required by this Agreement and the Security Agreement. If Borrower shall fail to comply with the provisions of this Section 5.13 with respect to a sale of its Farm Products, Xxxxxxxx agrees to deliver the proceeds of such sale to Lender not later than ten (10) days after receipt of such proceeds. Xxxxxxxx agrees to notify Lender of any type of Farm Product that Borrower undertakes to produce after the date hereof that is different from the Farm Products it produces, if any, on the date hereof.
As Seller. Borrower agrees to deliver to Administrative Agent upon Administrative Agent’s request a list of all Persons to or through whom any Obligor may sell any of its Farm Products, such list to identify the name and address of such Person or Persons. In furtherance of the provisions of Section 5.11, Borrower agrees that it will, at any time, execute and assist in the preparation of any Effective Financing Statements (as such term is utilized in the Food Security Act) with respect to each jurisdiction that has established a Central Filing System (as defined in the Food Security Act) pursuant to the Food Security Act as Administrative Agent may reasonably request to protect Administrative Agent’s Liens under the Food Security Act as against the purchasers of the Obligors’ Farm Products. If Borrower shall fail to comply with the provisions of this Section 5.11 with respect to a sale of Farm Products, Borrower agrees to deliver or cause the applicable Obligor to deliver, the proceeds of such sale to Administrative Agent not later than 10 days after such sale. Borrower agrees to notify Administrative Agent of any type of Farm Product that any Obligor undertakes to produce after the date hereof that is different from the Farm Products it produces on the date hereof. 101
