BUYER HAS NO LIABILITY OR OBLIGATION TO PAY ANY
FEES OR COMMISSIONS TO ANY BROKER, FINDER, OR AGENT WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT FOR WHICH SELLER COULD BECOME LIABLE
OR OBLIGATED.
SECTION 5.
[RESERVED]
SECTION 6.
POST-CLOSING COVENANTS.
THE PARTIES AGREE AS FOLLOWS
WITH RESPECT TO THE PERIOD FOLLOWING THE CLOSING:
(A)
GENERAL.
EACH PARTY SHALL, AT THE REQUEST OF ANY OTHER PARTY FROM
TIME TO TIME AND AT ANY TIME, WHETHER ON OR AFTER THE CLOSING DATE, AND WITHOUT
FURTHER CONSIDERATION, EXECUTE AND DELIVER SUCH DEEDS, ASSIGNMENTS, TRANSFERS,
ASSUMPTIONS, CONVEYANCES, POWERS OF ATTORNEY, RECEIPTS, ACKNOWLEDGMENTS,
ACCEPTANCES AND ASSURANCES AS MAY BE REASONABLY NECESSARY TO PROCURE FOR THE
PARTY SO REQUESTING, AND ITS SUCCESSORS AND ASSIGNS, OR FOR AIDING AND ASSISTING
IN COLLECTING AND REDUCING TO POSSESSION, ANY AND ALL OF THE ACQUIRED ASSETS, OR
FOR THE ASSUMPTION OF THE ASSUMED LIABILITIES, OR TO OTHERWISE SATISFY AND
PERFORM THE OBLIGATIONS OF THE PARTIES HEREUNDER.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, SELLER SHALL, UPON THE REQUEST OF BUYER, IN A
TIMELY MANNER ON AND AFTER THE CLOSING DATE EXECUTE AND DELIVER TO BUYER SUCH
OTHER DOCUMENTS, RELEASES, ASSIGNMENTS AND OTHER INSTRUMENTS AS MAY BE
REASONABLY REQUIRED TO EFFECTUATE COMPLETELY THE TRANSFER AND ASSIGNMENT TO
BUYER OF, AND TO VEST FULLY IN BUYER, SELLER'S RIGHTS TO, THE ACQUIRED ASSETS.
IN FURTHERANCE OF THE FOREGOING, SELLER SHALL ACCUMULATE WEEKLY THE PROCEEDS OF
ANY ACQUIRED RECEIVABLES RECEIVED BY IT AND SUCH PROCEEDS SHALL BE REMITTED TO
BUYER NO LATER THAN THE THIRD BUSINESS DAY FOLLOWING THE LAST DAY OF THE WEEK IN
WHICH RECEIVED AND SHALL BE HELD IN TRUST FOR THE BENEFIT OF BUYER UNTIL SO
REMITTED.
21
(B)
TRANSITION.
SELLER WILL NOT TAKE ANY ACTION THAT IS DESIGNED TO
OR COULD REASONABLY BE ANTICIPATED TO DISCOURAGE ANY LESSOR, LICENSOR, CUSTOMER,
SUPPLIER, OR OTHER BUSINESS ASSOCIATE OF SELLER FROM MAINTAINING THE SAME
BUSINESS RELATIONSHIPS WITH BUYER AFTER THE CLOSING AS IT MAINTAINED WITH SELLER
PRIOR TO THE CLOSING.
SELLER WILL PROMPTLY FORWARD TO BUYER ANY AMOUNTS
RECEIVED IN RESPECT OF ANY ACQUIRED RECEIVABLE.
(C)
NON-COMPETITION.
(I)
IN CONSIDERATION OF THE PURCHASE PRICE AND THE ASSUMPTION BY
BUYER OF THE ASSUMED LIABILITIES, FOR A PERIOD OF FIVE (5) YEARS FROM THE
CLOSING DATE (THE "RESTRICTED PERIOD"), SELLER AND ITS AFFILIATES SHALL NOT,
EXCEPT AS PROVIDED IN SECTION 6(C)(V), BELOW, SELL IN THE UNITED STATES OR ITS
TERRITORIES, MEXICO OR CANADA (THE "RESTRICTED TERRITORIES") RESTRICTED PRODUCTS
TO THE RESTRICTED CUSTOMERS.
(II)
DURING THE RESTRICTED PERIOD, SELLER AND ITS AFFILIATES SHALL
NOT, DIRECTLY OR INDIRECTLY THROUGH ANOTHER ENTITY, (X) INDUCE OR ATTEMPT TO
INDUCE ANY CUSTOMER TO CEASE DOING RESTRICTED BUSINESS WITH BUYER OR ANY OF ITS
AFFILIATES, (Y) INDUCE OR ATTEMPT TO INDUCE ANY SUPPLIER, LICENSEE, LICENSOR,
FRANCHISEE OR OTHER BUSINESS RELATION OF BUYER OR ANY OF ITS AFFILIATES TO
TERMINATE ITS RESTRICTED BUSINESS RELATED RELATIONSHIP WITH BUYER OR SUCH
AFFILIATE OR (Z) INTERFERE WITH THE RESTRICTED BUSINESS RELATED RELATIONSHIP
BETWEEN BUYER AND/OR SUCH AFFILIATE AND ANY SUCH CUSTOMER,