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of the Purchaser within the United States or Canada
(the "Territory"), whether for or by itself or as an
independent contractor, agent, stockholder, partner or
joint venturer for any other Person.
The covenant not to compete also delineated that in the event
that any of the sellers (i.e., Scherer and ancillary affiliates)
possessed a financial or any other interest, in an entity in the
same line of business, the foregoing parties would divest all of
their interest within 60 days. Furthermore, in the event of a
breach, either actual or anticipatory, LC Acquisitions was
entitled to, among other things, temporary or permanent
injunctive relief.
In turn, the secrecy agreement described the terms of
confidentiality between the seller and the purchaser.5 The
aforementioned agreement provided that for a period of 5 years
after the transaction Scherer and its affiliates would not
disclose any nonpublic, confidential, or proprietary information
such as "analyses compilation, data, studies, or other documents"
or use such information in any manner without petitioner's
permission. Additionally, one of the terms of the Purchase
Agreement provided that Scherer and its affiliates were required
to submit "confidential offering memoranda and other sales
5Both the secrecy agreement and the covenant not to compete
utilize and apply essentially the same terms except paragraphs 2
through 6 which refer separately to the terms of the respective
agreements.
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