GENERAL
SOLICITATION FOR A JOB OPENING OR NON-DIRECTED EXECUTIVE SEARCH THAT WAS NOT
SPECIFICALLY DIRECTED AT THE PURCHASER OR ANY OF ITS AFFILIATES OR THEIR
EMPLOYEES OR WHO MAKE UNSOLICITED CONTACT FOR EMPLOYMENT.
7.3.7
THE PARTIES RECOGNIZE THAT THE GOODWILL AND GOING BUSINESS VALUE
OF
THE CORPORATION BEING PURCHASED AND ACQUIRED BY THE PURCHASER ARE VERY
CLOSELY RELATED TO THE SPECIAL, UNIQUE AND EXTRAORDINARY KNOWLEDGE AND SKILL BY
EACH SHAREHOLDER AND THAT THE CONSUMMATION BY THE PURCHASER OF THIS AGREEMENT
WILL BE IN RELIANCE UPON THE UNCONDITIONAL ASSURANCE OF EACH SHAREHOLDER, AS
APPLICABLE, THAT THEY WILL FULLY COMPLY WITH THE TERMS OF THIS AGREEMENT,
PARTICULARLY, BUT NOT LIMITED TO, SUCH TERMS AS RELATE TO THEIR COVENANTS AND
UNDERTAKINGS NOT TO ENGAGE IN COMPETITION OR TO DIVULGE INFORMATION.
FURTHER,
THE PERIOD OF PROTECTION OF THE PURCHASER AGAINST THE COMPETITION OF EACH
SHAREHOLDER, AS APPLICABLE, AND THE GEOGRAPHICAL AREA WITHIN WHICH SUCH
PROTECTION IS ESSENTIAL HAS BEEN AGREED BY THE PARTIES TO BE REASONABLE AND
NECESSARY.
THEREFORE, IF ANY APPLICABLE SHAREHOLDER SHALL AT ANY TIME BREACH OR
IN ANY MANNER VIOLATE ANY SUCH COVENANT, THEN THE PURCHASER, IN ADDITION TO, BUT
NOT IN SUBSTITUTION FOR, ANY AND ALL OTHER RELIEF TO WHICH THE PURCHASER MAY BE
ENTITLED EITHER AT LAW OR IN EQUITY, SHALL BE ENTITLED TO EQUITABLE RELIEF
AGAINST THE SHAREHOLDER BY WAY OF INJUNCTION TO RESTRAIN THE SHAREHOLDER FROM
SUCH BREACH AND TO COMPEL COMPLIANCE BY THE SHAREHOLDER WITH ITS OBLIGATIONS
HEREUNDER.
EACH SHAREHOLDER DOES HEREBY WAIVE ANY PROOF: (I) THAT SUCH BREACH
WILL CAUSE IRREPARABLE INJURY TO THE PURCHASER OR (II) THAT THERE IS NO ADEQUATE
REMEDY AT LAW.
7.3.8
IN THE EVENT OF ANY BREACH OF THIS SECTION 7.3 BY ANY SHAREHOLDER
AS HEREIN SET FORTH, THAT SHAREHOLDER SHALL PAY TO THE PURCHASER THE ATTORNEYS'
FEES AND COSTS INCURRED BY THE PURCHASER IN SEEKING RELIEF FROM SUCH BREACH.
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7.3.9
IN THE EVENT THAT A COURT OF COMPETENT JURISDICTION SHALL REFUSE TO
ENFORCE THE PROVISIONS OF THE RESTRICTIVE COVENANTS SET FORTH IN SECTIONS 7.3.1
AND 7.3.2 OF THIS AGREEMENT BECAUSE IT DEEMS THE LENGTH OF TIME OR THE
GEOGRAPHICAL AREA TO BE EXCESSIVE OR UNREASONABLE, THEN THE TIME PERIOD OR THE
GEOGRAPHICAL AREA, OR BOTH, SHALL BE DEEMED TO BE AMENDED TO CONFORM TO SUCH
TIME PERIOD AND GEOGRAPHICAL AREA AS SUCH COURT SHALL DETERMINE TO BE REASONABLE
AND NOT EXCESSIVE.
7.4
Store Cash.
Any other provision of the Transaction
Documents notwithstanding, each Store shall be left with no less that $200 in
cash on hand upon Closing.
7.5
Post-Closing Employee Matters.
7.5.1
THE SURVIVING CORPORATION SHALL EITHER:
(I) CONTINUE THE
EMPLOYMENT OF THOSE EMPLOYEES WHO ARE EMPLOYED BY THE SURVIVING CORPORATION ON
THE DAY AFTER THE CLOSING DATE (INCLUDING THOSE EMPLOYEES ON LEAVE OF ABSENCE,
VACATION OR OTHERWISE ABSENT FROM WORK ON THE DAY AFTER THE CLOSING DATE) BUT
EXCLUDING THE SCHOENEMANS (THE "COVERED EMPLOYEES") FOR A PERIOD OF NOT LESS
THAN THREE (3) MONTHS AFTER THE CLOSING DATE; OR IN THE ALTERNATIVE (II) PROVIDE
AN