Common use of Continuing Relationships Clause in Contracts

Continuing Relationships. The Seller agrees to use its reasonable efforts for a period not to exceed 10 days from closing to assure an orderly transition and favorable business relationship between the Purchaser and Seller's existing phone customers and suppliers. The Seller shall not, from and after the Closing Date, solicit orders from such customers. In addition, the Seller shall, from and after such time, direct to the Purchaser all inquiries from such customers and other persons regarding the business of Seller. The Seller shall, from and after the Closing Date, maintain the absolute confidentiality of all matters relating to the Assets and business for three (3) years following the Closing Date. Except for information which Seller has made publicly available or is otherwise in the public domain, Purchaser shall not use or disclose any information which Purchaser may have acquired concerning the Seller, or the business practices of Seller, that are not directly related to the Assets. Without limiting the foregoing and except for information which Seller has made publicly available or is otherwise in the public domain, Purchaser shall not use or divulge to any third person any financial information concerning the Seller, including, but not limited to, the Financial Statements (except for financial information directly related to the Installed Paytelephones). Neither Seller nor any of its partners shall for a period of sixty (60) months from the date of Closing directly or indirectly, own, manage, operate, join, control, participate in, advise, or be connected in any manner with any person, firm, corporation or other entity which is, or becomes engaged in the operation of Paytelephones or in the solicitation for the installation or sale the of or of any associated services, including but not limited to long distance services, to any customers of Seller within 300 miles of Baltimore, Maryland or any person or entity within such area. This covenant on the part of the Seller, its officers and shareholders shall be construed as an agreement independent of any other provisions of this Agreement. The parties hereto agree that this restrictive covenant may be enforced in law or in equity, including, but not limited to, injunctive relief against Seller. The parties hereto agree that in the event of the breach of this restrictive covenant, the Purchaser and related entities may not have an adequate remedy at law other than an injunction, or that damages will be difficult to ascertain as the result of such breach and that, if an injunction is sought by the Purchaser or related entities, Seller waives any requirement that the Purchaser post any bond and the unsuccessful party agrees to pay any attorneys' fees and court costs in the event the successful party receives its requested relief.

Continuing Relationships. The Seller agrees to use its reasonable efforts for a period not to exceed 10 180 days from closing to assure an orderly transition and favorable business relationship between the Purchaser and Seller's existing phone customers and suppliers. The Seller shall not, from and after the Closing Date, solicit orders from such customers. In addition, the Seller shall, from and after such time, direct to the Purchaser all inquiries from such customers and other persons regarding the business of Seller. The Seller shall, from and after the Closing Date, maintain the absolute confidentiality of all matters relating to the Assets and business for three (3) years following the Closing Date. Except for information which Seller has made publicly available or is otherwise in the public domain, Purchaser shall not use or disclose any information which Purchaser may have acquired concerning the Seller, or the business practices of Seller, that are not directly related to the Assets. Without limiting the foregoing and except for information which Seller has made publicly available or is otherwise in the public domain, Purchaser shall not use or divulge to any third person any financial information concerning the Seller, including, but not limited to, the Financial Statements (except for financial information directly related to the Installed PaytelephonesPay Telephones). Neither None of the foregoing restrictions on disclosure by Seller or Purchaser shall apply to disclosures mandated by a court, taxing authority or other governmental entity with authority to require such disclosure. Except for passive investment as less than a 10% shareholder in any publicly traded company, neither Seller nor any of its partners Seller's sole shareholder, Xxxxxxxx Industries Alabama, Inc., shall for a period of sixty (60) months from the date of Closing directly or indirectly, own, manage, operate, join, control, participate in, advise, or be connected in any manner with any person, firm, corporation or other entity which is, or becomes engaged in the operation of Paytelephones or in the solicitation for the installation or sale the of or of any associated services, including but not limited to long distance services, pay telephones to any customers of Seller within 300 miles of BaltimoreMississippi, Maryland Alabama, Arkansas, Florida, Louisiana, Texas or Tennessee or any person or entity within such areaStates. This covenant on the part of the Seller, its officers and shareholders shall be construed as an agreement independent of any other provisions of this Agreement. The parties hereto agree that this restrictive covenant may be enforced in law or in equity, including, but not limited to, injunctive relief against Seller. The parties hereto agree that in the event of the breach of this restrictive covenant, the Purchaser and related entities may not have an adequate remedy at law other than an injunction, or that damages will be difficult to ascertain as the result of such breach and that, if an injunction is sought by the Purchaser or related entities, Seller waives any requirement that the Purchaser post any bond and the unsuccessful party agrees to pay any attorneys' fees and court costs in the event the successful party receives its requested relief. The Seller shall deliver at or before Closing Covenants Not to Compete in the forms as set forth at Exhibit 8(1) and Exhibit 8(2).

Continuing Relationships. The Seller agrees to use its reasonable efforts for a period not to exceed 10 60 days from closing to assure an orderly transition and favorable business relationship between the Purchaser and Seller's existing phone customers and suppliers. The Seller shall not, from and after the Closing Date, solicit orders from such customers. In addition, the Seller shall, from and after such time, direct to the Purchaser all inquiries from such customers and other persons regarding the business of Seller. The Seller shall, from and after the Closing Date, maintain the absolute confidentiality of all matters relating to the Assets and business for three (3) years following the Closing Date. Except for information which Seller has made publicly available or is otherwise in the public domain, Purchaser shall not use or disclose any information which Purchaser may have acquired concerning the Seller, or the business practices of Seller, that are not directly related to the Assets. Without limiting the foregoing and except for information which Seller has made publicly available or is otherwise in the public domain, Purchaser shall not use or divulge to any third person any financial information concerning the Seller, including, but not limited to, the Financial Statements (except for financial information directly related to the Installed PaytelephonesPay Telephones). Neither None of the foregoing restrictions on disclosure by Seller or Purchaser shall apply to disclosures mandated by a court, taxing authority or other governmental entity with authority to require such disclosure. Except for passive investment as less than a 10% shareholder in any publicly traded company, neither Seller nor any of its partners sole shareholder, Xxxxxxx Xxxxxxx, shall for a period of sixty (60) months from the date of Closing directly or indirectly, own, manage, operate, join, control, participate in, advise, or be connected in any manner with any person, firm, corporation or other entity which is, or becomes engaged in the operation of Paytelephones or in the solicitation for the installation or sale the of or of any associated services, including but not limited to long distance services, pay telephones to any customers of Seller within 300 miles Maryland, Virginia or the District of Baltimore, Maryland Columbia or any person or entity within such areaStates. This covenant on the part of the Seller, its officers and shareholders shall be construed as an agreement independent of any other provisions of this Agreement. The parties hereto agree that this restrictive covenant may be enforced in law or in equity, including, but not limited to, injunctive relief against Seller. The parties hereto agree that in the event of the breach of this restrictive covenant, the Purchaser and related entities may not have an adequate remedy at law other than an injunction, or that damages will be difficult to ascertain as the result of such breach and that, if an injunction is sought by the Purchaser or related entities, Seller waives any requirement that the Purchaser post any bond and the unsuccessful party agrees to pay any attorneys' fees and court costs in the event the successful party receives its requested relief. The Covenant Not to Compete shall be provided in the form as set forth at Exhibit 8-1.

Continuing Relationships. The Seller agrees to use its reasonable efforts for a period not to exceed 10 30 days from closing to assure an orderly transition and favorable business relationship between the Purchaser and Seller's existing phone customers and suppliers. The Seller shall not, from and after the Closing Date, solicit orders from such customers. In addition, the Seller shall, from and after such time, direct to the Purchaser all inquiries from such customers and other persons regarding the business of Seller. The Seller shall, from and after the Closing Date, maintain the absolute confidentiality of all matters relating to the Assets and business for three (3) years following the Closing Date. Except for information which Seller has made publicly available or is otherwise in the public domain, Purchaser shall not use or disclose any information which Purchaser may have acquired concerning the Seller, or the business practices of Seller, that are not directly related to the Assets. Without limiting the foregoing and except for information which Seller has made publicly available or is otherwise in the public domain, Purchaser shall not use or divulge to any third person any financial information concerning the Seller, including, but not limited to, the Financial Statements (except for financial information directly related to the Installed PaytelephonesPay Telephones). Neither None of the foregoing restrictions on disclosure by Seller or Purchaser shall apply to disclosures mandated by a court, taxing authority or other governmental entity with authority to require such disclosure. Except for passive investment as less than a 10% shareholder in any publicly traded company, neither Seller nor any of its partners members and certain individuals including but not limited to Xxxxx Xxxxxxxx and Xxxxxx X. Xxxxx, shall for a period of sixty thirty-six (6036) months from the date of Closing directly or indirectly, own, manage, operate, join, control, participate in, advise, or be connected in any manner with any person, firm, corporation or other entity which is, or becomes engaged in the operation of Paytelephones pay telephones or in the solicitation for the installation or sale the of or of any associated services, including but not limited to long distance services, to any customers of Seller within 300 miles the States of BaltimoreUtah, Maryland Iowa and Arizona or any person or entity within such areaStates. This covenant on the part of the Seller, its officers and shareholders shall be construed as an agreement independent of any other provisions of this Agreement. The parties hereto agree that this restrictive covenant may be enforced in law or in equity, including, but not limited to, injunctive relief against Seller. The parties hereto agree that in the event of the breach of this restrictive covenant, the Purchaser and related entities may not have an adequate remedy at law other than an injunction, or that damages will be difficult to ascertain as the result of such breach and that, if an injunction is sought by the Purchaser or related entities, Seller waives any requirement that the Purchaser post any bond and the unsuccessful party agrees to pay any attorneys' fees and court costs in the event the successful party receives its requested relief. This xxxxxxxxx, (X)0, shall not apply to or hinder in any way Seller's operation of its approximately eight installed pay telephones in the State of New York which are not subject to this Agreement.