WITHOUT THE
PRIOR WRITTEN CONSENT OF THE OTHER PARTIES HERETO, ASSIGN, HOLD ON TRUST OR
OTHERWISE TRANSFER THE BENEFIT OF ALL OR ANY OF THE OTHER'S OBLIGATION UNDER
THIS AGREEMENT, OR ANY BENEFIT ARISING UNDER OR OUT OF THIS AGREEMENT.
10.2
THE RESPECTIVE BUYERS SHALL BE ENTITLED TO ASSIGN THEIR RIGHTS
UNDER THIS AGREEMENT AND THE TAX DEED TO THE SOURCES FINANCING THE TRANSACTION,
OR TO ASSOCIATES OF THE BUYERS, PROVIDED THAT THE ASSIGNEE SHALL NOT BE ENTITLED
TO RECEIVE ANY GREATER AMOUNT FROM THE SELLERS IN EXERCISING ITS RIGHTS UNDER
THIS AGREEMENT OR THE TAX DEED THAN THAT TO WHICH THE BUYERS WOULD HAVE BEEN
ENTITLED IN THE ABSENCE OF ANY SUCH ASSIGNMENT AND PROVIDED FURTHER THAT, WHERE
THE ASSIGNMENT IS TO AN ASSOCIATE, WHERE ANY SUCH ASSOCIATE WILL CEASE TO BE AN
ASSOCIATE OF THE BUYERS, THE BUYERS SHALL PROCURE THAT, BEFORE IT SO CEASES TO
BE AN ASSOCIATE, THE ASSIGNEE SHALL ASSIGN THE RIGHTS BACK TO THE BUYERS OR TO
ANOTHER ASSOCIATE OF THE BUYERS.
WITHOUT LIMITATION TO THE FOREGOING, ANY BANK,
FINANCIAL INSTITUTION OR PERSON (OR ANY ADMINISTRATIVE RECEIVER APPOINTED BY ANY
OF THE FOREGOING OR ANY OTHER PERSON APPOINTED TO ENFORCE ANY SUCH SECURITY TO
WHOM RIGHTS ARE ASSIGNED) MAY CHARGE OR ASSIGN SUCH RIGHTS ON, FOR THE PURPOSE
OF OR IN CONNECTION WITH, ANY ENFORCEMENT OF THE SECURITY UNDER SUCH FINANCE
ARRANGEMENTS.
10.3
THIS AGREEMENT BINDS EACH PARTY'S SUCCESSORS AND PERMITTED
ASSIGNS AND PERSONAL REPRESENTATIVES (AS THE CASE MAY BE).
11
POST-TERMINATION PROVISIONS
11.1
TO ASSURE TO THE BUYERS THE FULL BENEFIT OF THE BUSINESS AND
GOODWILL OF THE COMPANY, EACH OF THE SELLERS UNDERTAKES BY WAY OF FURTHER
CONSIDERATION FOR THE OBLIGATIONS OF THE BUYERS UNDER THIS AGREEMENT, AS
SEPARATE AND INDEPENDENT AGREEMENTS, THAT EACH SELLER WILL NOT WITHOUT THE
BUYERS' PRIOR WRITTEN CONSENT:
11.1.1
DISCLOSE TO ANOTHER PERSON, OR ITSELF OR HIMSELF USE FOR
ANY PURPOSE, AND SHALL USE ALL REASONABLE ENDEAVOURS TO PREVENT THE PUBLICATION
OR DISCLOSURE OF, INFORMATION CONCERNING THE BUSINESSES, ACCOUNTS OR FINANCES OF
THE COMPANY, OR ITS CLIENTS' OR CUSTOMERS' TRANSACTIONS OR AFFAIRS, OF WHICH HE
HAS KNOWLEDGE; OR
28
11.1.2
FOR THREE YEARS AFTER CLOSING, IN RELATION TO A BUSINESS
WHICH IS SUBSTANTIALLY THE SAME AS OR IN COMPETITION WITH A BUSINESS OF THE
COMPANY, EITHER ON HIS OWN ACCOUNT OR FOR ANOTHER PERSON, FOR THE PURPOSE OF
OBTAINING BUSINESS, ORDERS OR CUSTOM, DIRECTLY OR INDIRECTLY, SOLICIT, INTERFERE
WITH OR ENDEAVOUR TO ENTICE AWAY FROM THE COMPANY A PERSON WHO, TO ITS OR HIS
KNOWLEDGE, IS, OR HAS DURING THE ONE YEAR PRECEDING CLOSING HAS BEEN, A CLIENT
OR CUSTOMER OF OR SUPPLIER TO OR IN THE HABIT OF DEALING WITH ANY COMPANY AND
WITH WHOM THE RELEVANT SELLER HAS HAD CONTACT OR DEALINGS; OR
11.1.3
FOR THREE YEARS AFTER CLOSING, IN RELATION TO A BUSINESS
WHICH IS SUBSTANTIALLY THE SAME AS OR IN COMPETITION WITH A BUSINESS OF THE
COMPANY IN WHICH THE SELLER WAS INVOLVED, EITHER ON ITS OR HIS OWN ACCOUNT OR
FOR