Covenant Regarding HSI Related Sales Sample Clauses

Covenant Regarding HSI Related Sales. (a) Ciprico, for itself and any Successor (as defined below), covenants and agrees that, for the duration of the Earnout Period, it shall (i) use commercially reasonable efforts to maximize the likelihood of receipt by the Seller of the maximum Contingent Consideration amounts as set forth in Article 2 of this Agreement and (ii) continue to operate the Business in substantially the same manner as presently conducted; provided, however, that the Seller and the Principals hereby acknowledge and agree that Ciprico intends to relocate the Seller’s accounting, operations, manufacturing and assembly functions to Ciprico’s facilities in Plymouth, Minnesota. (b) Without in any way limiting the foregoing, if any of the following events (each, a “Material Earnout Breach”) occurs at any time after the Closing Date and such Material Earnout Breach is not cured within fifteen business days after written notice from the Principals to Ciprico of the same, then Ciprico (or any Successor) shall be required to make payment to the Seller in accordance with Section 5.13(c) below: (i) The employment of either of the Principals is terminated by Ciprico (or any Successor) other than for “cause” (as defined in the applicable Employment Agreement); (ii) Ciprico (or any Successor) fails to provide the Principals with financial and human resources for engineering, sales, marketing and technical support for products historically sold by the Seller comparable to the level of resources historically provided by the Seller; provided that Ciprico and the Principals will review such resource levels on a quarterly basis and may adjust these levels as mutually agreed; (iii) Ciprico (or any Successor) (A) terminates or materially reduces the sale or marketing of products historically sold by the Seller that, if sold, would constitute HSI Related Sales, (B) except pursuant to its reasonable business judgment, delays the sale or impedes the sale of products developed after the date hereof that, if sold, would constitute HSI Related Sales or (C) otherwise terminates the line of business in which the Seller is currently engaged; (iv) Ciprico shall employee Xxx Xxxxx in any position (whether as an officer, director, employee or consultant) pursuant to which he has the ability, directly or indirectly, to influence the design, manufacturing or sale of any product that, if sold, would constitute an HSI Related Sale. (c) Promptly following any Material Earnout Breach, Ciprico (or any Successor) shall ...
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Related to Covenant Regarding HSI Related Sales

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