Common use of Seller Acknowledgment Clause in Contracts

Seller Acknowledgment. The Seller Parties acknowledge that (i) the goodwill associated with the existing business, customers, vendors, suppliers, channel partners, resellers, licensors, licensees or other material business relations, and assets of the Business, and Transferred Assets prior to the Closing is an integral component of the value of the Business, and Transferred Assets to Buyer and is reflected in the consideration payable to the Seller Parties and the other parties in connection with this Agreement, (ii) the Seller Parties’ agreement as set forth herein is necessary to preserve the value of the Business and Transferred Assets, and is a material condition of Buyer’s willingness to enter into this Agreement and consummate the transactions contemplated hereby, (iii) the covenants contained in this Section 6.12 are necessary to protect the goodwill, confidential information, trade secrets and other legitimate interests of the Business and of Buyer, (iv) the limitations of time, geography and scope of activity agreed to in this Section 6.12(f) are reasonable, (v) in addition and not in the alternative to any other remedies available to it, Buyer shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by any Seller Party of any such covenants, without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder, and (vi) no breach of any provision of this Agreement shall operate to extinguish a Seller’s obligation to comply with this Section 6.12.