IN ACQUIRING THE SHARES THE PURCHASER IS
ACTING AS PRINCIPAL AND NOT AS AGENT OR BROKER FOR ANY OTHER PERSON; AND
8.1.4
THE PURCHASER IS NOT AWARE THAT IT HAS
ANY CLAIM FOR WHICH, TAKING INTO ACCOUNT LIMITATIONS IN CLAUSE 6, THE VENDOR
COULD HAVE A LIABILITY TO PAY.
9
RESTRICTIVE AGREEMENT
9.1
FOR THE PURPOSE OF ASSURING TO THE PURCHASER
THE FULL BENEFIT OF THE BUSINESS AND GOODWILL OF THE COMPANY, THE VENDOR
UNDERTAKES, BY WAY OF FURTHER CONSIDERATION FOR THE OBLIGATIONS OF THE PURCHASER
UNDER THIS AGREEMENT AS SEPARATE AND INDEPENDENT AGREEMENTS THAT IT WILL, AND
UNDERTAKES TO PROCURE THAT EACH MEMBER OF THE VENDOR'S GROUP WILL:
9.1.1
NOT AT ANY TIME FOLLOWING COMPLETION USE
OR DISCLOSE TO ANY PERSON AND SHALL USE ITS BEST ENDEAVOURS TO PREVENT THE
PUBLICATION OR DISCLOSURE OF, ANY CONFIDENTIAL INFORMATION CONCERNING THE
BUSINESS, ACCOUNTS OR FINANCES OF THE COMPANY OR THE SUBSIDIARIES OR ANY OF THE
GROUP'S CLIENTS' OR CUSTOMERS' TRANSACTIONS OR AFFAIRS OF WHICH IT HAS
KNOWLEDGE, SAVE AS REQUIRED PURSUANT TO ANY CONTRACT BETWEEN THE
14
VENDOR, AND ANY OF ITS BANKERS OR THEIR AFFILIATES OR AS REQUIRED BY APPLICABLE
LAW OR REGULATION;
9.1.2
NOT AT ANYTIME FOR THE PERIOD OF ONE (1)
YEAR FOLLOWING COMPLETION SOLICIT OR ENDEAVOUR TO ENTICE AWAY FROM THE COMPANY
ANY PERSON WHO TO THE VENDOR'S KNOWLEDGE IS, OR HAS DURING THE PAST YEAR BEEN,
AN EMPLOYEE OF THE GROUP PROVIDED THAT ANY GENERAL ADVERTISEMENT OR SOLICITATION
WHICH IS NOT DIRECTED AT ANY ONE INDIVIDUAL SHALL NOT BE DEEMED TO GIVE RISE TO
A BREACH OF THE FOREGOING RESTRICTIONS.
9.1.3
NOT AT ANYTIME DURING THE PERIOD ENDING
FIVE (5) YEARS AFTER COMPLETION, EITHER ALONE OR JOINTLY WITH OR AS MANAGER,
AGENT FOR OR EMPLOYEE OF ANY PERSON, DIRECTLY OR INDIRECTLY CARRY ON OR BE
ENGAGED CONCERNED OR INTERESTED IN THE SALE OF SILVERWARE PRODUCTS MARKETED,
DISTRIBUTED OR SOLD UNDER THE C.J. VANDER TRADEMARK IN THE UNITED KINGDOM AND
OMAN, KUWAIT, BAHRAIN, QATAR, UNITED ARAB EMIRATES, SAUDI ARABIA, EGYPT OR
LEBANON.
NOTWITHSTANDING THE FOREGOING, VENDOR AND VENDOR'S GROUP SHALL NOT BE
PRECLUDED FROM THE SALE OF SILVERWARE PRODUCTS IN THE TERRITORIES STATED HEREIN
PROVIDED SUCH PRODUCTS ARE MARKETED AND SOLD UNDER ANOTHER TRADEMARK..
9.1.4
NOT AT ANY TIME DURING THE PERIOD OF 5
YEARS AFTER COMPLETION IN THE UNITED KINGDOM, AND 2 YEARS AFTER COMPLETION IN
ANY MEMBER STATE OF THE EUROPEAN UNION EITHER ALONE OR JOINTLY WITH, OR AS
MANAGER, AGENT FOR, OR EMPLOYEE OF ANY PERSON DIRECTLY OR INDIRECTLY CARRY ON OR
BE ENGAGED CONCERNED OR INTERESTED IN THE SALE OF ANY PRODUCTS UNDER THE TRADE
MARK "ELEMENTS".
NOTWITHSTANDING THE FOREGOING, PURCHASER ACKNOWLEDGES THAT IT
HAS BEEN MADE AWARE THAT UNRELATED THIRD PARTIES MAY HAVE USED, OR MAY CURRENTLY
BE USING THE TRADEMARK "ELEMENTS" IN THE UNITED KINGDOM AND THE EUROPEAN UNION
AND MAY HAVE RIGHTS SUPERIOR TO THOSE OF VENDOR OR VENDOR'S AFFILIATES.
10
GUARANTEE
10.1
IN CONSIDERATION FOR THE PURCHASER ENTERING INTO
THIS AGREEMENT, THE GUARANTOR AS PRINCIPAL OBLIGOR AND NOT