Common use of Covenants and Restrictions Clause in Contracts

Covenants and Restrictions. 7.1 During the course of the employment of the Executive by the Company, the Executive may have access to and possession of certain valuable and important product, financial, marketing, organizational, technical and other information related to the Company, possibly including, without limitation, information with respect to certain trade secrets of the Company, and public knowledge of this information would directly compromise the Company’s business position. These trade secrets shall include the naming of any brands, manufacturer identity, formulas and trade secret locations (the “Trade Secrets”) (along with such Trade Secrets, such information shall herein collectively be referred to as the “Confidential Information”). Confidential Information includes, without limitation, information not generally available to the public, such as all database information, customer names, business relationships, telephone numbers or addresses, supplier lists, patented or proprietary information, forms, information regarding products, equipment, procedures, raw materials, operations, systems, methods, financing, services, know-how, computer and any other processed or collated data, computer programs, pricing, marketing, media and advertising data. The Executive will not at any time divulge or communicate to any person nor shall the Executive direct any employee, representative or agent of the Company or any of its affiliates to divulge or communicate to any person or entity (other than to a person or entity bound by confidentiality obligations at least as stringent as those contained herein and other than as necessary in performing the Executive’s obligations hereunder) or use to the detriment of the Company or any of its affiliates or for the benefit of any other person or entity, including, without limitation, any competitor, supplier, licensor, licensee or customer of the Company or any of its affiliates, any of such Confidential Information or make or remove any copies thereof, whether or not marked or otherwise identified as "confidential" or "secret." The Executive shall take all reasonable precautions in restricting the Confidential Information to a strict need-to-know basis pursuant to the terms and provisions of this Agreement and shall comply with any and all security systems and measures adopted from time to time by the Company to protect the confidentiality of the Confidential Information.

Covenants and Restrictions. 7.1 During (a) Executive agrees, as a condition to the course of Company agreeing to employ Executive and to the employment of the Executive performance by the CompanyCompany of its obligations hereunder, particularly its obligations under Paragraph 4 hereof, that during the Executive may have access to and possession of certain valuable and important product, financial, marketing, organizational, technical and other information related to the Company, possibly including, without limitation, information with respect to certain trade secrets of the Company, and public knowledge term of this information would directly compromise the Company’s business position. These trade secrets shall include the naming of any brands, manufacturer identity, formulas and trade secret locations (the “Trade Secrets”) (along with such Trade Secrets, such information shall herein collectively be referred to as the “Confidential Information”). Confidential Information includes, without limitation, information not generally available to the public, such as all database information, customer names, business relationships, telephone numbers or addresses, supplier lists, patented or proprietary information, forms, information regarding products, equipment, procedures, raw materials, operations, systems, methods, financing, services, know-how, computer Agreement and any other processed or collated datarenewals and extensions hereof and for a period of one (1) year thereafter, computer programs, pricing, marketing, media and advertising data. The Executive will not at (i) in any time divulge way, directly or communicate indirectly, whether for his account or for the account of any other person, firm, corporation or other entity, engage in, represent, furnish consulting services to, be employed by, or have any interest in (whether as owner, principal, director, officer, partner, agent, consultant, stockholder or otherwise) any business which has as its primary business the treatment of phosphogypsum or sale of any product which is used in the same manner as CLM, or otherwise competes with the business of the Company as constituted during the term of Executive's employment hereunder (a "Restricted Enterprise"), (ii) induce or attempt to induce any person nor shall the Executive direct any employee, representative or agent entity which is a customer of the Company or any of its affiliates as of the date of termination of Executive's employment (or was a customer thereof within the one year prior to divulge such termination) to cease doing business in whole or communicate to in part with the Company, or (iii) solicit, entice or induce any person or entity (other than to a person or entity bound by confidentiality obligations at least as stringent as those contained herein and other than as necessary in performing the Executive’s obligations hereunder) or use to the detriment who shall then be an employee of the Company to become employed by any other person, firm or corporation or to leave their employment with the Company, and Executive shall not approach any such employee for such purpose or authorize or knowingly approve the taking of such actions by any other person. The restrictions contained in this Paragraph 9(a) shall apply in the specific geographic areas and customer markets within such geographic areas served by the Company or its affiliates or franchisees at any time during, or upon termination of, Executive's employment. Nothing in the foregoing shall prohibit Executive from engaging in any business that is not in competition with the Company after termination of employment with the Company, or investing in the securities of any Restricted Enterprise having securities listed on a national securities exchange or the NASDAQ SmallCap market, provided that such investment does not exceed 5% of any class of securities a Restricted Enterprise, and provided further, that such ownership represents a passive investment and that neither Executive nor any group of persons including him, in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its affiliates financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or for the benefit of seeks to do any other person or entity, including, without limitation, any competitor, supplier, licensor, licensee or customer of the Company or any of its affiliates, any of such Confidential Information or make or remove any copies thereof, whether or not marked or otherwise identified as "confidential" or "secretforegoing." The Executive shall take all reasonable precautions in restricting the Confidential Information to a strict need-to-know basis pursuant to the terms and provisions of this Agreement and shall comply with any and all security systems and measures adopted from time to time by the Company to protect the confidentiality of the Confidential Information.

Covenants and Restrictions. 7.1 During the course Section 2.1. The Company covenants that, so long as any Bonds of the employment Fourteenth Series are outstanding, it will not merge or consolidate with any other Person or sell, lease or transfer or otherwise dispose (a “Disposition”) of all or a Substantial Part of its assets, or assets which shall have contributed a Substantial Part of net income of the Executive by Company for any of the Companythree fiscal years then most recently ended, to any Person; provided, however, that the Company may merge or consolidate with, or sell or transfer all or substantially all of its assets to, Allete, but only if (a) in the event that Allete is the continuing or surviving corporation or the acquiring corporation, Allete shall be a solvent corporation and shall expressly assume in writing all of the obligations of the Company under the Mortgage, this Fifteenth Supplemental Indenture, the Executive may have access Bonds of the Fourteenth Series and the Bond Purchase Agreement, including all covenants therein and herein contained, and Allete shall succeed to and possession be substituted for the Company with the same effect as if it had been named herein as a party hereto, and (b) the Company as the continuing or surviving corporation or Allete as the continuing or surviving corporation or acquiring corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or other disposition, be in default under any of certain valuable such obligations. Notwithstanding the foregoing, the Company may make a Disposition and important product, financial, marketing, organizational, technical and other information related the assets subject to such Disposition shall not be included in the determination of Substantial Part to the Companyextent that an amount equal to the net proceeds from such Disposition are, possibly including, without limitation, information with respect within 365 days of such Disposition (A) reinvested in assets of a similar nature of at least equivalent value to certain trade secrets be used in the existing business of the Company, and public knowledge of this information would directly compromise the Company’s business position. These trade secrets shall include the naming of any brands, manufacturer identity, formulas and trade secret locations and/or (the “Trade Secrets”B) (along with such Trade Secrets, such information shall herein collectively be referred to as the “Confidential Information”). Confidential Information includes, without limitation, information not generally available applied to the public, such as all database information, customer names, business relationships, telephone numbers payment or addresses, supplier lists, patented or proprietary information, forms, information regarding products, equipment, procedures, raw materials, operations, systems, methods, financing, services, know-how, computer and any other processed or collated data, computer programs, pricing, marketing, media and advertising data. The Executive will not at any time divulge or communicate to any person nor shall the Executive direct any employee, representative or agent prepayment of the Company Bonds of the Fourteenth Series. For purposes of the foregoing clause (B), the net proceeds from such Disposition shall be used to prepay (not less than 30 or more than 60 days following such offer) the Bonds of the Fourteenth Series at a price of 100% of the principal amount of the Bonds of the Fourteenth Series to be prepaid (without any of its affiliates to divulge or communicate to any person or entity (other than to a person or entity bound by confidentiality obligations at least as stringent as those contained herein and other than as necessary in performing the Executive’s obligations hereunderMake-Whole Amount) or use together with interest accrued to the detriment date of prepayment; provided that if any holder of the Company or any of its affiliates or for the benefit of any other person or entity, including, without limitation, any competitor, supplier, licensor, licensee or customer Bonds of the Company or any Fourteenth Series declines such offer, the amount that would have been paid to such holder shall be offered pro rata to the other holders of its affiliates, any the Bonds of the Fourteenth Series that have accepted the offer. A failure by a holder of Bonds of the Fourteenth Series to respond in writing not later than 10 Business Days prior to the proposed prepayment date to an offer to prepay made pursuant to this Section 2.1 shall be deemed to constitute a rejection of such Confidential Information or make or remove any copies thereof, whether or not marked or otherwise identified as "confidential" or "secretoffer by such holder." The Executive shall take all reasonable precautions in restricting the Confidential Information to a strict need-to-know basis pursuant to the terms and provisions of this Agreement and shall comply with any and all security systems and measures adopted from time to time by the Company to protect the confidentiality of the Confidential Information.

Covenants and Restrictions. 7.1 During the course Section 2.1. The Company covenants that, so long as any Bonds of the employment Thirteenth Series are outstanding, it will not merge or consolidate with any other Person or sell, lease or transfer or otherwise dispose (a “Disposition”) of all or a Substantial Part of its assets, or assets which shall have contributed a Substantial Part of net income of the Executive by Company for any of the Companythree fiscal years then most recently ended, to any Person; provided, however, that the Company may merge or consolidate with, or sell or transfer all or substantially all of its assets to, Allete, but only if (a) in the event that Allete is the continuing or surviving corporation or the acquiring corporation, Allete shall be a solvent corporation and shall expressly assume in writing all of the obligations of the Company under the Mortgage, this Fourteenth Supplemental Indenture, the Executive may have access Bonds of the Thirteenth Series and the Bond Purchase Agreement, including all covenants therein and herein contained, and Allete shall succeed to and possession be substituted for the Company with the same effect as if it had been named herein as a party hereto, and (b) the Company as the continuing or surviving corporation or Allete as the continuing or surviving corporation or acquiring corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or other disposition, be in default under any of certain valuable such obligations. Notwithstanding the foregoing, the Company may make a Disposition and important product, financial, marketing, organizational, technical and other information related the assets subject to such Disposition shall not be included in the determination of Substantial Part to the Companyextent that an amount equal to the net proceeds from such Disposition are, possibly including, without limitation, information with respect within 365 days of such Disposition (A) reinvested in assets of a similar nature of at least equivalent value to certain trade secrets be used in the existing business of the Company, and public knowledge of this information would directly compromise the Company’s business position. These trade secrets shall include the naming of any brands, manufacturer identity, formulas and trade secret locations and/or (the “Trade Secrets”B) (along with such Trade Secrets, such information shall herein collectively be referred to as the “Confidential Information”). Confidential Information includes, without limitation, information not generally available applied to the public, such as all database information, customer names, business relationships, telephone numbers payment or addresses, supplier lists, patented or proprietary information, forms, information regarding products, equipment, procedures, raw materials, operations, systems, methods, financing, services, know-how, computer and any other processed or collated data, computer programs, pricing, marketing, media and advertising data. The Executive will not at any time divulge or communicate to any person nor shall the Executive direct any employee, representative or agent prepayment of the Company Bonds of the Thirteenth Series. For purposes of the foregoing clause (B), the net proceeds from such Disposition shall be used to prepay (not less than 30 or more than 60 days following such offer) the Bonds of the Thirteenth Series at a price of 100% of the principal amount of the Bonds of the Thirteenth Series to be prepaid (without any of its affiliates to divulge or communicate to any person or entity (other than to a person or entity bound by confidentiality obligations at least as stringent as those contained herein and other than as necessary in performing the Executive’s obligations hereunderMake-Whole Amount) or use together with interest accrued to the detriment date of prepayment; provided that if any holder of the Company or any of its affiliates or for the benefit of any other person or entity, including, without limitation, any competitor, supplier, licensor, licensee or customer Bonds of the Company or any Thirteenth Series declines such offer, the amount that would have been paid to such holder shall be offered pro rata to the other holders of its affiliates, any the Bonds of the Thirteenth Series that have accepted the offer. A failure by a holder of Bonds of the Thirteenth Series to respond in writing not later than 10 Business Days prior to the proposed prepayment date to an offer to prepay made pursuant to this Section 2.1 shall be deemed to constitute a rejection of such Confidential Information or make or remove any copies thereof, whether or not marked or otherwise identified as "confidential" or "secretoffer by such holder." The Executive shall take all reasonable precautions in restricting the Confidential Information to a strict need-to-know basis pursuant to the terms and provisions of this Agreement and shall comply with any and all security systems and measures adopted from time to time by the Company to protect the confidentiality of the Confidential Information.

Covenants and Restrictions. 7.1 During the course Section 2.1. The Company covenants that, so long as any Bonds of the employment Eleventh Series are outstanding, it will not merge or consolidate with any other Person or sell, lease or transfer or otherwise dispose (a “Disposition”) of all or a Substantial Part of its assets, or assets which shall have contributed a Substantial Part of net income of the Executive by Company for any of the Companythree fiscal years then most recently ended, to any Person; provided, however, that the Company may merge or consolidate with, or sell or transfer all or substantially all of its assets to, Allete, but only if (a) in the event that Allete is the continuing or surviving corporation or the acquiring corporation, Allete shall be a solvent corporation and shall expressly assume in writing all of the obligations of the Company under the Mortgage, this Twelfth Supplemental Indenture, the Executive may have access Bonds of the Eleventh Series and the Bond Purchase Agreement, including all covenants therein and herein contained, and Allete shall succeed to and possession be substituted for the Company with the same effect as if it had been named herein as a party hereto, and (b) the Company as the continuing or surviving corporation or Allete as the continuing or surviving corporation or acquiring corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or other disposition, be in default under any of certain valuable such obligations. Notwithstanding the foregoing, the Company may make a Disposition and important product, financial, marketing, organizational, technical and other information related the assets subject to such Disposition shall not be included in the determination of Substantial Part to the Companyextent that an amount equal to the net proceeds from such Disposition are, possibly including, without limitation, information with respect within 365 days of such Disposition (A) reinvested in assets of a similar nature of at least equivalent value to certain trade secrets be used in the existing business of the Company, and public knowledge of this information would directly compromise the Company’s business position. These trade secrets shall include the naming of any brands, manufacturer identity, formulas and trade secret locations and/or (the “Trade Secrets”B) (along with such Trade Secrets, such information shall herein collectively be referred to as the “Confidential Information”). Confidential Information includes, without limitation, information not generally available applied to the public, such as all database information, customer names, business relationships, telephone numbers payment or addresses, supplier lists, patented or proprietary information, forms, information regarding products, equipment, procedures, raw materials, operations, systems, methods, financing, services, know-how, computer and any other processed or collated data, computer programs, pricing, marketing, media and advertising data. The Executive will not at any time divulge or communicate to any person nor shall the Executive direct any employee, representative or agent prepayment of the Company Bonds of the Eleventh Series. For purposes of the foregoing clause (B), the net proceeds from such Disposition shall be used to prepay (not less than 30 or more than 60 days following such offer) the Bonds of the Eleventh Series at a price of 100% of the principal amount of the Bonds of the Eleventh Series to be prepaid (without any of its affiliates to divulge or communicate to any person or entity (other than to a person or entity bound by confidentiality obligations at least as stringent as those contained herein and other than as necessary in performing the Executive’s obligations hereunderMake-Whole Amount) or use together with interest accrued to the detriment date of prepayment; provided that if any holder of the Company or any of its affiliates or for the benefit of any other person or entity, including, without limitation, any competitor, supplier, licensor, licensee or customer Bonds of the Company or any Eleventh Series declines such offer, the amount that would have been paid to such holder shall be offered pro rata to the other holders of its affiliates, any the Bonds of the Eleventh Series that have accepted the offer. A failure by a holder of Bonds of the Eleventh Series to respond in writing not later than 10 Business Days prior to the proposed prepayment date to an offer to prepay made pursuant to this Section 2.1 shall be deemed to constitute a rejection of such Confidential Information or make or remove any copies thereof, whether or not marked or otherwise identified as "confidential" or "secretoffer by such holder." The Executive shall take all reasonable precautions in restricting the Confidential Information to a strict need-to-know basis pursuant to the terms and provisions of this Agreement and shall comply with any and all security systems and measures adopted from time to time by the Company to protect the confidentiality of the Confidential Information.