This excerpt taken from the ZOLL 8-K filed Sep 20, 2005.
SECTION 3. COVENANTS OF SELLER
3.1 Making of Covenants and Agreements. Seller hereby make the covenants and agreements set forth in this Section 3.
3.2 Supplements to Schedules. Prior to the Closing Date, the Seller may supplement or amend the Disclosure Schedule with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such schedule, but only to the extent such matter arises directly from actions taken or not taken in full compliance with Section 3.2 of the Master Agreement. Any such supplement or amendment of the Disclosure Schedule made pursuant to this Section 3.2 shall not be deemed to cure any breach of any representation or warranty made in this Agreement. Any matter arising from actions taken or not taken in breach of Section 3.2 of the Master Agreement may not be the subject of a supplement or amendment of the Disclosure Schedule.
3.3 Existence of Seller. Seller agrees to maintain its corporate existence and not liquidate or dissolve for so long as any Purchase Consideration may be paid to Seller. In no event will Seller transfer, sell or distribute any right to the Purchase Consideration, by operation of law or otherwise.
3.4 Non competition. Seller agrees that for seven (7) years after the Closing, it will not, without the prior written consent of Buyer, directly or indirectly, engage or participate in, be employed by or assist in any manner or in any capacity, or have any interest in or make any loan to any person, firm, corporation or business which engages in any activity anywhere in the world which is similar to or competitive with any business in which Seller is presently engaged or proposes to engage; provided, however, the foregoing shall not prevent Seller from owning beneficially or of record up to one percent of the outstanding securities of a publicly held corporation which engages in competitive activities. In addition, from the date hereof until the earlier to occur of (i) the date which is one year after this Agreement is terminated and (ii) the
date which is one year after this Agreement is consummated, Seller shall refrain from soliciting or encouraging any employee of Buyer to terminate his or her employment by Buyer and to become employed by Seller, or any business or entity with which it is affiliated as an owner, investor, lender or in any other capacity. Seller agrees to cause each of its executive officers who has not currently executed a non-competition agreement, and each executive officer hired after the date hereof, to execute a non-competition agreement in the form of Exhibit 3.4.
3.5 Hart-Scott-Rodino Filings. If required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (Hart-Scott-Rodino), and if the appropriate filing of a Pre-Merger Notification and Report Form pursuant to Hart-Scott-Rodino has not been filed prior to the date hereof, each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form with respect to the transactions contemplated by this Agreement within five (5) business days after the written request of the Buyer to initiate such filing and to supply promptly any additional information and documentary material that may be requested pursuant to Hart-Scott-Rodino. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required approvals and shall promptly respond to any requests for additional information from any governmental authority or filings in respect thereof. The Buyer and the Seller shall each share equally the payment of all filing and related fees in connection with any such filings which must be made by any of the parties under the Hart-Scott-Rodino. Seller shall cooperate with Buyer in connection with all required filings under Hart-Scott-Rodino and shall furnish all follow up information required in connection therewith.