Nonsolicitation and Nonacceptance. The Sellers agree that following the Closing Date as defined in the above-mentioned Asset Purchase Agreement between Masada and Alarm Data, they will not, directly or indirectly through affiliates, solicit nor accept (if the Accounts contact them) any business from any of the Accounts, including business for the purpose of providing electronic security, intercom, central vacuum, home automation, audio systems or related services (collectively, the "Services"). If contacted by the Accounts, the Sellers will inform them that the Seller can no longer provide the Services to the Accounts. The Sellers agree to do so in a polite manner, and to refer the Accounts to Masada with a positive recommendation.
Nonsolicitation and Nonacceptance. If any Event of Default shall have occurred which results in the acceleration of any of the Loans by Agent, each Principal hereby agrees not to, for a period of five (5) years from the date of such acceleration, for themselves, as agent or employee, or on behalf of any person, association, partnership or corporation, either directly or indirectly, solicit or attempt to obtain business from, accept business from, do business with or service or indirectly aid or assist anyone else in the solicitation or acceptance of business from any of the then current customers or accounts of the Borrower included as part of the Collateral pursuant to the Credit Agreement (hereinafter, the "Customers") for the purpose of providing electronic security, monitoring of alarm security systems, guard, intercom, central vacuum, home automation, home theater, audio systems or related services or to provide financing for any of such activities or related contracts (collectively, the "Services"). This provision applies both to the Customers and the residence or place of business occupied by such Customers. In the event either Principal is contacted by such Customers, they will inform such Customers that they cannot provide Services to such Customer. Each Principal agrees to do so in a polite manner and to refer such Customers to Agent or its assignee with a positive recommendation. In addition, each Principal agrees that he will never disparage the services, business or reputation of Agent or its assignee by making false or misleading statements to another person. This Section 11, the parties' obligations hereunder and the period referred to in this Section 11.1, shall terminate upon the repayment in full of all of the Obligations. Notwithstanding the foregoing, each Principal is permitted to have up to an aggregate 3% passive ownership interest in a public company which solicits or accepts business from any of the customers or accounts included in the Collateral.
Nonsolicitation and Nonacceptance. Notwithstanding that Lafayette and Nortxxx xxxend on continuing in the business of providing security monitoring services, the Sellers agree that following the date of this Agreement for a period of two (2) years, they will not solicit nor accept (if the Accounts contact them) any business from any of the Accounts, including business for the purpose of providing electronic security, intercom, central vacuum, home automation, audio systems or related services (collectively, the "Services"). If contacted by the Accounts, the Sellers will inform them that the Seller can no longer provide the Services to the Accounts. 2 The Sellers agree to do so in a polite manner, and to refer the Accounts to Masada with a positive recommendation.
Nonsolicitation and Nonacceptance. The Sellers agree that following the Closing Date as defined in the Stock Purchase Agreement, they will not, directly or indirectly through affiliates, solicit nor accept (if the Accounts contact them) any business from any of the Accounts, including business for the purpose of providing electronic security, intercom, central vacuum, home automation, audio systems or related services (collectively, the "Services"); provided, however that Sellers will be allowed to (i) provide guard services to the Accounts, (ii) monitor the Accounts through Austin Central pursuant to the terms of a monitoring agreement entered into between Masada and Austin Central, (iii) monitor the Accounts which have been rejected in writing by Masada, and (iv) monitor the Accounts which terminate their relationship with the Company and enter into security monitoring agreements with business entities which have third party monitoring agreements with Austin Central; provided, however, that beginning with the expiration of the Holdback Period II (as defined in the Stock Purchase Agreement) and continuing as long as Sellers own a controlling interest in Austin Central, Sellers will cause Austin Central to provide Masada with a monthly report which lists the Accounts who were customers of the Company at the Closing (as defined in the Stock Purchase Agreement) and who are then monitored by Austin Central. If contacted by the Accounts, the Sellers will inform them that the Seller can no longer provide the Services to the Accounts and that the Company is now owned by Masada who operates a U.L. certified monitoring station in Birmingham, Alabama.
Nonsolicitation and Nonacceptance. If any Event of Default shall have occurred which results in the acceleration of the Loans and subsequent foreclosure of the Collateral by Agent, NewCo agrees not to, for a period of 7 years from the date of such acceleration and foreclosure, for itself, as an agent or on behalf of any person, association, partnership or corporation, either directly or indirectly, solicit or attempt to obtain business from, accept business from, or do business with or service or indirectly aid or assist anyone else in the solicitation or acceptance of business from, any of the customers or accounts included as part of the Collateral pursuant to the Credit Agreement for the purpose of providing electronic security services, retail or wholesale alarm monitoring services, inspection, access control, maintenance, or related services (collectively, the “Services”). This provision applies both to the customers and the residence or place of business occupied by such customers. In the event NewCo is contacted by such customers, it will inform such customers that it cannot provide the Services to such customers. In addition, NewCo agrees that it will never disparage the services, business or reputation of Agent, Lenders or the entities to whom the Collateral is assigned whether by making false or misleading statements to another person or otherwise.
Nonsolicitation and Nonacceptance. The Sellers agree that they will not, directly or indirectly through affiliates, solicit nor accept (if the Accounts contact them) any business from any of the Accounts, including business for the purpose of providing electronic security, intercom, central vacuum, home automation, audio systems or related services (collectively, the "Services"), during a period from the date hereof to a date which is the earlier of (i) substantial consummation of any confirmed plan of reorganization in the Bankruptcy Proceeding (as defined in the Asset Purchase Agreement), or (ii) three years following the date hereof, but in no event shall such period expire prior to six months following the date hereof. If contacted by the Accounts, the Sellers will inform them that the Sellers can no longer provide the Services to the Accounts. The Sellers agree to do so in a polite manner, and to refer the Accounts to Masada with a positive recommendation.
