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any disclosee. As used in this Agreement, "affiliate" means, as with respect to a specified Person, any
<br /> other Person that,directly or indirectly through one or more intermediaries, controls, is controlled by, or is
<br /> under other common control with such specified Person, where "control' and any corollary expressions
<br /> means the ability to direct or cause the direction of the policies or management of another Person,whether
<br /> by ownership of voting securities, as trustee or executor, as general partner or managing member, by
<br /> contract or otherwise,including the ownership,directly or indirectly,of securities having the power to elect
<br /> a majority of the board of directors or similar body governing the affairs of such Person. Nothing herein
<br /> shall be deemed to abridge or lessen any greater or larger protections afforded to trade secrets under
<br /> applicable Law.
<br /> SECTION 5.02. Title Insurance and Surveys. On or before the Closing Date, Sellers shall have
<br /> caused to be delivered to Buyer an ALTA owner's policy of title insurance in the amount of the value of
<br /> the Owned Real Property(as determined by Buyer),or an irrevocable or unconditional marked commitment
<br /> or binder to issue the same, issued by First American Title Insurance Company ("Title Policy")that(a) is
<br /> dated, or updated to, the Closing Date, (b) insures, or commits to insure, Buyer's good and marketable,
<br /> indefeasible title in fee simple to the Owned Real Property with extended coverage over the standard
<br /> exceptions("Standard Endorsement"), (c) insures, or commits to insure,the Owned Real Property as free
<br /> and clear of all Encumbrances except Permitted Encumbrances, and (d) contains, at Buyer's option, such
<br /> other endorsements and affirmative coverages as required by Buyer("Special Endorsements"). Buyer has
<br /> obtained a survey or updated survey for the Owned Real Property ("Survey"). The premium for the Title
<br /> Policy,with the Standard Endorsement and Special Endorsements,shall be paid by Buyer. Sellers agree to
<br /> provide such documentation or other information as the title insurance company may require to (i) satisfy
<br /> all the requirements set forth on Schedule B, Section I of the commitments issued in connection with the
<br /> Title Policy, and (ii) remove certain standard exceptions set forth on Schedule B, Section II of the
<br /> commitment issued in connection with the Title Policy, as agreed upon by Sellers, Buyer, and the title
<br /> insurance company.
<br /> SECTION 5.03. Non-Competition and Non-Solicitation. As a material inducement to
<br /> consummate the Transactions:
<br /> (a) Each Non-Compete Party hereby covenants and agrees that in consideration of, among
<br /> other things,the Purchase Price set forth in this Agreement, during the period from the date hereof through
<br /> the fifth anniversary of the date hereof(the "Non-Compete Period') each Non-Compete Party shall not,
<br /> and shall cause their respective affiliates not to, directly or indirectly, through any Person or contractual
<br /> arrangement:
<br /> (i) engage or invest in, own, manage, operate, finance, control, or participate in the
<br /> ownership, management, operation, financing, or control of, be employed by, associated with, or in any
<br /> manner connected with, receive any economic benefit from, exert any influence upon, participate in, lend
<br /> such Non-Compete Party's credit to, or render services or advice to, any business, firm, corporation,
<br /> partnership, association, joint venture, or other Person that engages in (or individually engage in) any
<br /> business that competes with or is a reasonable substitute for any portion of the Business(collectively"Non-
<br /> Compete Business"), anywhere within a 50 mile radius of the Owned Real Property (the "Territory");
<br /> provided, however, that a Non-Compete Party may individually own less than One Percent (1%) of the
<br /> outstanding shares of any class of securities of any enterprise (but without otherwise participating in the
<br /> activities of such enterprise) if such securities are listed on any national or regional securities exchange or
<br /> have been registered under Section 12(g)of the Securities Exchange Act of 1934, as amended;
<br /> (ii) Directly or indirectly, approach or seek Non-Compete Business from any
<br /> Customer in the Territory, refer Non-Compete Business from any Customer to any enterprise,business, or
<br /> other Person in the Territory,or be paid commissions based on Non-Compete Business sales received from
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