LOSS, AND TO TAKE ALL ACTIONS NECESSARY OR APPROPRIATE
IN THE REASONABLE JUDGMENT OF THE SELLERS' REPRESENTATIVE FOR THE ACCOMPLISHMENT
OF THE FOREGOING. THE SELLERS' REPRESENTATIVE SHALL BE ENTITLED TO CONSENT TO
ANY PAYMENT FROM THE HOLDBACK AMOUNT TO THE INDEMNIFIED PERSONS. THE INDIVIDUAL
SELLERS SHALL BE RESPONSIBLE FOR THE PAYMENT OF ALL FEES AND EXPENSES REASONABLY
INCURRED BY THE SELLERS' REPRESENTATIVE IN PERFORMING HIS DUTIES UNDER THIS
AGREEMENT. THE SELLERS' REPRESENTATIVE SHALL NOT USE OR DISCLOSE ANY NON-PUBLIC
INFORMATION.
6.7.2
ALL DECISIONS OF THE SELLERS'
REPRESENTATIVE MAY BE RELIED UPON BY PURCHASER AND ANY THIRD PERSON, AND SHALL
BE BINDING AND CONCLUSIVE UPON EACH INDIVIDUAL SELLER, INCLUDING ANY WAIVER
PURSUANT TO CLAUSE 8 HEREOF.
6.7.3
THE SELLERS' REPRESENTATIVE SHALL NOT BE
LIABLE, RESPONSIBLE OR ACCOUNTABLE IN DAMAGES OR OTHERWISE TO THE INDIVIDUAL
SELLERS FOR ANY LOSS OR DAMAGE INCURRED BY REASON OF ANY ACT OR FAILURE TO ACT
BY SUCH SELLERS' REPRESENTATIVE, AND EACH INDIVIDUAL SELLER SHALL INDEMNIFY AND
HOLD HARMLESS THE SELLERS' REPRESENTATIVE AGAINST ANY LOSS OR DAMAGE EXCEPT TO
THE EXTENT THAT SUCH LOSS OR DAMAGE SHALL HAVE BEEN THE RESULT OF THE INDIVIDUAL
GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH SELLERS' REPRESENTATIVE.
6.7.4
THE SELLERS' REPRESENTATIVE HEREBY AGREES
THAT ALL INFORMATION NOW OR HEREAFTER RECEIVED FROM PURCHASER WILL BE USED
SOLELY FOR THE PURPOSE OF
16
PERFORMING THE FUNCTIONS OF THE SELLERS' REPRESENTATIVE HEREUNDER, AND THAT SUCH
INFORMATION, EXCEPT AS REQUIRED BY LAW, WILL BE KEPT CONFIDENTIAL BY THE
SELLERS' REPRESENTATIVE AND THE SELLERS' REPRESENTATIVE'S LEGAL COUNSEL AND
ACCOUNTANTS WHO NEED TO KNOW SUCH INFORMATION FOR THE PURPOSE OF ASSISTING IN
THE PERFORMANCE OF THE SELLERS' REPRESENTATIVE'S FUNCTIONS HEREUNDER.
7.
SELLERS UNDERTAKINGS
7.1
RESTRICTIVE COVENANT
Each Individual Seller undertakes that such Individual Seller shall not, either
alone or in conjunction with or on behalf of any other person or entity, for a
period of two full and consecutive years after the Completion Date, in the
United States, Canada or in any of the Member States of the European Union, do
any of the following:
7.1.1
BE DIRECTLY OR INDIRECTLY ENGAGED OR
OTHERWISE INTERESTED IN ANY FORM OR MANNER WHATSOEVER IN CARRYING ON A BUSINESS
WHICH COMPETES WITH THE BUSINESS ACTIVITIES OF THE COMPANY;
7.1.2
SOLICIT ANY CLIENT TO WHOM THE COMPANY HAS
SOLD (OR PROPOSED TO SELL) COMPETING GOODS OR SERVICES IN THE COURSE OF ITS
BUSINESS ACTIVITIES IN ORDER TO PROPOSE SIMILAR GOODS OR SERVICES;
7.1.3
DIRECTLY OR INDIRECTLY SOLICIT OR ENTICE
AN EMPLOYEE AWAY FROM THE EMPLOYMENT OF THE COMPANY; NOR
7.1.4
ASSIST ANY OTHER PERSON OR ENTITY TO DO
ANY OF THE FOREGOING THINGS.
7.2
TERMINATION OF SHAREHOLDERS AGREEMENT
Effective immediately prior to and contingent upon the Completion, each Seller
hereby terminates the Shareholders Agreement.
7.3
WAIVER
Each Seller hereby waives any restrictions on transfer (including pre-emption
rights) which may exist in relation to the Shares, whether under the Company's
by-laws or otherwise.
7.4
INTELLECTUAL PROPERTY
To the extent to which an Individual Seller may have retained or still possesses
any ownership