SHAREHOLDERS
ACKNOWLEDGES THAT THE BUSINESS IS UNIQUE AND RECOGNIZES AND AFFIRMS THAT IN THE
EVENT OF A BREACH OF THIS AGREEMENT BY THE COMPANY OR ANY COMPANY SHAREHOLDER,
MONEY DAMAGES MAY BE INADEQUATE AND BUYER MAY HAVE NO ADEQUATE REMEDY AT LAW.
ACCORDINGLY, EACH OF THE COMPANY AND THE COMPANY SHAREHOLDERS AGREES THAT BUYER
SHALL HAVE THE RIGHT, IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES EXISTING IN
ITS FAVOR, TO ENFORCE ITS RIGHTS AND THE OBLIGATIONS OF THE COMPANY AND EACH OF
THE COMPANY SHAREHOLDERS HEREUNDER NOT ONLY BY AN ACTION OR ACTIONS FOR DAMAGES
BUT ALSO BY AN ACTION OR ACTIONS FOR SPECIFIC PERFORMANCE, INJUNCTIVE AND/OR
OTHER EQUITABLE RELIEF.
IF ANY SUCH ACTION IS BROUGHT BY BUYER TO ENFORCE THIS
AGREEMENT, EACH OF THE COMPANY AND THE COMPANY SHAREHOLDERS HEREBY WAIVES THE
DEFENSE THAT THERE IS AN ADEQUATE REMEDY AT LAW.
7.5
EXPENSES.
EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH PARTY SHALL PAY ALL
OF ITS, HIS OR HER OWN FEES, COSTS AND EXPENSES (INCLUDING FEES, COSTS AND
EXPENSES OF LEGAL COUNSEL, INVESTMENT BANKERS, ACCOUNTANTS, BROKERS OR OTHER
REPRESENTATIVES AND CONSULTANTS AND APPRAISAL FEES, COSTS AND EXPENSES) INCURRED
IN CONNECTION WITH THE NEGOTIATION OF THE LETTER OF INTENT, THIS AGREEMENT, THE
OTHER TRANSACTION DOCUMENTS, THE PERFORMANCE OF ITS, HIS OR HER OBLIGATIONS
HEREUNDER AND THEREUNDER, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY.
7.6
NON-COMPETITION; NON-SOLICITATION AND CONFIDENTIALITY.
(A)
NON-COMPETITION.
THE COMPANY AND EACH OF THE COMPANY SHAREHOLDERS (THE
"RESTRICTED PARTIES") COVENANTS AND AGREES, IN FURTHER CONSIDERATION OF THE
PURCHASE PRICE AND
40
OTHER GOOD AND VALUABLE CONSIDERATION (THE RECEIPT AND SUFFICIENCY OF WHICH ARE
HEREBY ACKNOWLEDGED), THAT DURING THE PERIOD BEGINNING ON THE CLOSING DATE AND
ENDING ON THE FIVE (5)-YEAR ANNIVERSARY OF THE CLOSING DATE (THE "NON-COMPETE
PERIOD"), SUCH PARTY WILL NOT, AND WILL CAUSE ITS AFFILIATES NOT TO, DIRECTLY OR
INDIRECTLY, OWN ANY INTEREST IN, OPERATE, MANAGE, JOIN, CONTROL, FINANCE,
PARTICIPATE IN THE OWNERSHIP, MANAGEMENT, OPERATION OR CONTROL OF, OR BE PAID OR
EMPLOYED BY, OR ACQUIRE ANY SECURITIES OF, OR OTHERWISE BECOME ASSOCIATED WITH
OR PROVIDE ASSISTANCE TO, AS AN EMPLOYEE, CONSULTANT, DIRECTOR, OFFICER,
SHAREHOLDER, PARTNER, MEMBER, AGENT, ASSOCIATE, PRINCIPAL, CREDITOR,
REPRESENTATIVE OR IN ANY OTHER CAPACITY, ANY SOLE PROPRIETORSHIP OR BUSINESS
ENTITY ENGAGED EITHER DIRECTLY OR INDIRECTLY IN THE SOURCING, MANUFACTURE,
DISTRIBUTION AND/OR SALE OF VEGETABLES AND BERRIES, INCLUDING FARMING,
HARVESTING, PACKAGING AND SELLING (EACH AND COLLECTIVELY, A "COMPETITIVE
BUSINESS") IN THE UNITED STATES AND EACH, STATE, TERRITORY, COUNTY, CITY OR
OTHER POLITICAL SUBDIVISION OF THE UNITED STATES (THE "RESTRICTED TERRITORY"),
EXCEPT AS CONTEMPLATED BY THE EMPLOYMENT AGREEMENT OR THE GROUND LEASE.
NOTWITHSTANDING THE FOREGOING, EACH OF THE RESTRICTED PARTIES SHALL NOT BE
PROHIBITED FROM BEING A PASSIVE OWNER OF NOT MORE THAN TWO PERCENT (2%) OF THE
OUTSTANDING SHARES OF ANY PUBLICLY-HELD COMPETITIVE BUSINESS THAT HAS SHARES
LISTED FOR TRADING ON A SECURITIES EXCHANGE REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THROUGH AN AUTOMATED QUOTATION SYSTEM OF A REGISTERED
SECURITIES ASSOCIATION SO LONG AS SUCH PERSON DOES NOT HAVE