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required, to use its commercially reasonable efforts to obtain an appropriate protective order or <br /> other reasonable assurance that confidential treatment will be accorded such information. <br /> (e) Non-Competition. The Seller and the Individuals shall not, and shall not <br /> permit any of their current or future Affiliates to, for a period of five (5) years following the <br /> Closing Date, (i)establish, acquire, engage in or enter into any business that competes with the <br /> Business (a "Competitive Business") within the State of Colorado (the "Territory"); or (ii) <br /> have any interest in any Competitive Business within the Territory, including as a partner, <br /> shareholder, member or principal thereof. Notwithstanding the foregoing, the Seller and the <br /> Individuals and any of their Affiliates may own, directly or indirectly, solely as an investment, <br /> securities of any Person traded on any national securities exchange if the Seller, the Individuals <br /> and any of their respective Affiliates, as applicable, is not a controlling Person of, or a member <br /> of a group which controls, such Person and does not, directly or indirectly, own five percent <br /> (5%)or more of any class of securities of such Person. <br /> (f) No Solicitation of Comueting Transactions. From the Execution Date <br /> until the earlier of either (i) the termination of this Agreement pursuant to Section 7.1, (ii) the <br /> Closing Date or(iii)the one-year anniversary of the Execution Date,neither the Seller nor any of <br /> the Individuals will, either directly or indirectly through any of their respective Affiliates or <br /> Representatives, (A) solicit, initiate, entertain or encourage the submission of any proposal or <br /> offer from any third party regarding a Competing Transaction, (B) participate in any discussions <br /> or negotiations, furnish any information, assist or participate in, or knowingly facilitate in any <br /> other manner any effort or attempt by any third party to undertake a Competing Transaction or <br /> (C) enter into any agreements or other instruments (whether or not binding) regarding a <br /> Competing Transaction. The Seller and the Individuals shall immediately following the <br /> Execution Date cease and cause to be terminated, and shall cause their respective Affiliates and <br /> Representatives to immediately cease and cause to be terminated, all existing discussions or <br /> negotiations with any Persons (other than the Buyer) conducted heretofore with respect to, or <br /> that could lead to,a Competing Transaction. <br /> (g) Notification of Competing Transactions. From the Execution Date until <br /> the earlier of either(i)the termination of this Agreement pursuant to Section 7.1, (ii)the Closing <br /> Date or(iii)the one-year anniversary of the Execution Date,the Seller shall promptly(and in any <br /> event within two (2)Business Days after receipt thereof by the Seller and the Individuals or their <br /> respective Affiliates or Representatives)advise the Buyer orally and in writing of any Competing <br /> Transaction, any request for information with respect to any Competing Transaction or any <br /> inquiry with respect to or which could reasonably be expected to result in a Competing <br /> Transaction, the material terms and conditions of such request, Competing Transaction or <br /> inquiry,and the identity of the Person making the same. <br /> (h) Adequate Remedy. The Seller and each of the Individuals agree and <br /> acknowledge that the Buyer will not have an adequate remedy at law if the Seller or any of the <br /> Individuals fails to comply with Sections 4.1(e)to 4.1(g). In such event,the Buyer will have the <br /> right, in addition to any other rights the Buyer might have, to obtain injunctive relief to restrain <br /> any breach or threatened breach of the terms of Sections 4.1(e) to 4.1(g), or to obtain specific <br /> enforcement of such terms. <br /> 23 <br />