Post-Agreement Period means the seven-year period (or shorter period if OAI opts to cease its performance of its Product Customer Service functions in accordance with Section 2.5) following the end of the Agreement Term.
Notwithstanding anything to the contrary in this Agreement or the Stock Purchase Agreement, in the event of a Change of Control Trigger (as defined in the Stock Purchase Agreement), the "plus three years" tail of the Post-Agreement Period shall be reduced in proportion to the Earnout Consideration (as defined in the Stock Purchase Agreement) not received by the Seller (as defined in the Stock Purchase Agreement).
During the Agreement Term and the Post-Agreement Period, except as expressly agreed by the Company in writing, OAI shall not (i) sell any Product for resale or for export out of the Territory; (ii) export any Product from the Territory; or (iii) sell any Product to any person, firm or company in the Territory which OAI knows or has reason to believe intends to resell or export the Product out of the Territory.
During the Agreement Term and the Post-Agreement Period, OAI shall not alter, modify or substitute components of the Products (except for Product Customer Service performed in the ordinary course of business) or specifications relative thereto without the written consent of the Company, which consent shall not be unreasonably withheld or delayed.
Upon termination or expiration of the Post-Agreement Period, the Company shall (i) not sell any product (including the Products) which is bottled, packaged, and/or marked in materials containing or with the OLYMPUS marks and (ii) immediately cease any use of the OLYMPUS Marks.
During the Post-Agreement Period, OAI will only (i) sell or provide Ancillary Products and Rapicide in connection with Product Customer Service to Product customers existing prior to the end of the Agreement Term and (ii) except as provided in the last sentence of Section 4.3, buy Ancillary Products and Rapicide from the Company or the Companys dealer, distributor or reseller.