ERMUSR HANDOUT 08-22-2016 - Laserfiche WebLink

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the same. ARTICLE 9 POST-CLOSING COVENANTS 9.1 Account Relations. Neither Seller nor any of its Affiliates will take any action that is designed or intended to have the effect of discouraging any customer, supplier, or other business associate of Seller from maintaining the same business relationships with Buyer after the Closing as maintained with Seller prior to the Closing. The parties will jointly notify the Accounts of the transfer to the Buyer, under a mutually acceptable notice letter signed on the Closing Date. Any collections on Accounts for periods after the Closing Date if collected by the Seller will be promptly paid to the Buyer. 9.2 Non-competition Agreement. Seller agrees that for a period of five (5) years after the Closing Date, it will not, in its own behalf or in behalf of any other person, firm, partnership, association, employer or other entity of any nature whatsoever, whether as an owner, operator, manager, partner, member, independent contractor, investor, lender, member, associate, agent, advisor, consultant, or any other position whatsoever, directly or indirectly, do any of the following acts: a. Engage in the marketing, sales, service, or other activity with respect to residential and commercial security goods or services, or b. Engage in any activity that is similar to, or in competition with the Business. The geographic area of this Non-competition provision in which Seller shall not engage in the precluded activities shall be limited to: an area within the city limits of Elk River, Minnesota and within a fifty (50) mile radius of Elk River, Minnesota. Seller agrees that this geographic area represents a mutually agreeable restricted area and portion of the trade area of the Seller, the Business, and Buyer, and that the geographic restriction is reasonable in scope, and that the time period of the non-competition agreement is reasonable in duration. The parties acknowledge that the restrictions of this Non-competition provision have been carefully considered and are reasonable for the protection of the legitimate business interests of Buyer and that the restrictions contained in these paragraphs will not unduly interfere with the Seller's business operations outside the Business. Recognizing the irreparable nature of the injury that could be worked by violation of any provision of this provision and recognizing that money damages would be inadequate compensation for a violation of this provision, it is agreed that any actual or threatened violation of this Agreement by Seller is the proper subject of immediate injunctive relief, together with specific performance and any other equitable relief. Buyer, or its assigns, or any of its officers, governors, or management service providers shall be entitled to enforce this provision, and recover from the Seller all attorney fees and costs incurred in any action that is brought for breach or threatened breach of this provision or otherwise to enforce the terms of this Agreement. If any period of time, or limitation on 8