/Docs/G/ABA-MSPA-SPA-CmA/Form/SPA/0.md
  Source views: Source JSON(ish) on GitHub (VSCode)   Doc views: Document (&k=Cov.After.r00t): Visual Print Technical: OpenParameters Xray

---

Post-Closing Covenants

1. Cooperation and Proceedings; Access to Records
   
   1. After the Closing, each Seller shall cooperate with Buyer and its counsel and make itself and its Representatives available to Buyer and the Acquired Companies in connection with the institution or defense of any Proceeding, whether existing, threatened, or anticipated, involving or relating to the Contemplated Transactions, Buyer, any Seller, or any Acquired Company, including providing testimony, Records, and other information.
   2. Each Seller and Buyer will make available to the other any Records in the nonrequesting party's custody or control for the purpose of preparing any financial statement or Tax Return or preparing for or defending any tax-related examination of the requesting party or any Acquired Company by any Governmental Body. The party requesting such Records will reimburse the nonrequesting party for the reasonable out-of-pocket costs and expenses incurred by the nonrequesting party. The nonrequesting party will afford access to such Records during normal business hours, upon reasonable advance notice given by the requesting party, and subject to such reasonable limitations as the nonrequesting party may impose to delete competitively sensitive or privileged information.
2. Noncompetition, Nonsolicitation, and Nondisparagement
   
   1. For a period of Noncompete.Years after the Closing Date:
      1. No Seller shall, directly or indirectly, engage, invest in, own, manage, operate, finance, control, advise, render services to, guarantee the obligations of, be employed by, be associated with, or in any manner be connected with any Person engaged in any business that any Acquired Company conducts as of the Closing Date  in any geographic area in which any Acquired Company conducts such business; provided, however, that any Seller may acquire or otherwise own less than Noncompete.OtherShare.Max.% of the outstanding capital stock of a Person that is listed on any national securities exchange or which is registered under Section 12(g) of the Exchange Act.
      2. No Seller shall, directly or indirectly, (A) cause, induce, or attempt to cause or induce any employee, agent, or independent contractor of any Acquired Company to terminate such relationship; (B) in any way interfere with the relationship between any Acquired Company and any of its employees, agents, or independent contractors; or (C) hire, retain, employ, or otherwise engage or attempt to hire, retain, employ, or otherwise engage as an employee, independent contractor, or otherwise, any employee, agent, or independent contractor of any Acquired Company.
      3. No Seller shall, directly or indirectly, (A) solicit, induce, or otherwise cause, or attempt to solicit, induce, or otherwise cause, any customer, supplier, licensor, licensee, or any prospective customer, supplier, licensor, or licensee that has been contacted or targeted for contact by any Acquired Company on or before the Closing Date, or any other person engaged in a business relationship with any Acquired Company, to (1) terminate, curtail, or otherwise modify its relationship with any Acquired Company or (2) engage in business with a competitor of any Acquired Company, or (B) interfere in any way with the relationship between any Acquired Company, and any of its customers, suppliers, licensors, licensees, or any such prospective customers, suppliers, licensors, or licensees, or any other Person engaged in a business relationship with any Acquired Company.
   2. No Seller shall make any disparaging statement, either orally or in writing, regarding Buyer, any Acquired Company, the business, products, or services thereof, or any of their respective shareholders, directors, officers, employees, or agents.
   3. For a period from the date of this Agreement until two years after the Closing Date, within 10 days after any Seller entering into an employment, consulting engagement, independent contractor engagement, partnership, or other business association with any Person, each such Seller shall advise Buyer of the identity and address of such Person. Buyer may notify each such Person that such Seller is bound by this Section 7.2 and may furnish each such Person with a copy of applicable provisions of this Agreement.
   4. Each Seller agrees that this Section 7.2, including the provisions relating to duration, geographical area, and scope, is reasonable and necessary to protect and preserve Buyer's and the Acquired Companies' legitimate business interests and the value of the Shares and the Acquired Companies, and to prevent an unfair advantage from being conferred on any Seller.
   5. If any provision of this Section 7.2 would be held to be excessively broad as to duration, geographical area, scope, activity, or subject, for any reason, such provision shall be modified, by limiting and reducing it, so as to be enforceable to the extent allowed by applicable Legal Requirements.
   6. Each Seller acknowledges that any Breach of this Section 7.2 would result in serious and irreparable injury to Buyer, Buyer could not be adequately compensated by monetary damages alone, and Buyer's remedy at law would not be adequate. Therefore, each Seller acknowledges and agrees that, in the event of a Breach by any such Seller, Buyer shall be entitled, in addition to any other remedy at law or in equity to which Buyer may be entitled, to equitable relief against such Seller, including temporary restraining orders and preliminary and permanent injunctions to restrain such Seller from such Breach and to compel compliance with the obligations of such Seller, and each Seller waives the posting of a bond or undertaking as a condition to such relief.
3. Confidentiality
   
   1. As used in this Section 7.3, the term "Confidential Information" includes any of the following information held or used by or relating to any Acquired Company:
      1. all information that is a Trade Secret;
      2. all information concerning specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned manufacturing or distribution methods and processes, computer hardware, Software and computer software, database technologies, systems, structures and architectures; and
      3. all information concerning the business and affairs of any Acquired Company, including historical and current financial statements, financial projections and budgets, tax returns and accountants’ materials, historical, current, and projected sales, capital spending budgets and plans, business plans, strategic plans, marketing and advertising plans, publications, client and customer and prospect lists and files, current and anticipated customer requirements, price lists, market studies, Contracts, the names and backgrounds of key personnel and personnel training techniques and materials, however documented.
   2. Each Seller acknowledges the confidential and proprietary nature of the Confidential Information and agrees that such Seller shall, except to the extent required for a Seller who is employed by an Acquired Company to fulfill his or her duties in the course of such employment, from and after the Closing: (i) keep the Confidential Information confidential and deliver promptly to Buyer, or immediately destroy at Buyer's option, all embodiments and copies of the Confidential Information that are in such Seller's possession; (ii) not use the Confidential Information for any reason or purpose; and (iii) without limiting the foregoing, not disclose the Confidential Information to any Person, except with Buyer's Consent.
   3. Section 7.3(b) does not apply to that part of the Confidential Information that becomes generally available to the public other than as a result of a Breach of this Section 7.3 by any Seller. Confidential Information shall not be deemed "generally available to the public" merely because it is included or incorporated in more general information that is publicly available or because it combines features which individually may be publicly available.
   4. If any Seller becomes compelled in any Proceeding to make any disclosure that is prohibited by this Section 7.3, such Seller shall, to the extent legally permissible, provide Buyer with prompt notice of such compulsion so that Buyer may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Section 7.3. In the absence of a protective order or other remedy, such Seller may disclose that portion (and only that portion) of the Confidential Information that, based upon the opinion of such Seller's counsel, such Seller is legally compelled to disclose; provided, however, that such Seller shall use its best efforts to obtain written assurance that any Person to whom any Confidential Information is so disclosed shall accord confidential treatment to such Confidential Information.
   5. Nothing in this Section 7.3 will diminish the protections and benefits under applicable Legal Requirements to which any Trade Secret of any Acquired Company is entitled. If any information that an Acquired Company asserts to be a Trade Secret under applicable Legal Requirements is found by a court of competent jurisdiction not to be such a Trade Secret, such information will nonetheless be considered Confidential Information of that Acquired Company for purposes of this Section 7.3.
4. Customer and Other Business Relationships
   
   1. After the Closing, each Seller shall cooperate with Buyer and the Acquired Companies in their efforts to continue and maintain for the benefit of Buyer and the Acquired Companies those business relationships of any Acquired Company and of such Seller relating to the business of any Acquired Company, including relationships with any customers, suppliers, licensors, licensees, lessors, employees, regulatory authorities, and others. Each Seller shall refer to Buyer and the Acquired Companies all inquiries and communications received by such Seller relating to any Acquired Company after the Closing.
   2. After the Closing, no Seller shall take any action, either directly or indirectly, that could diminish the value of any Acquired Company or interfere with the business of any Acquired Company.