products or services that meet substantially the same market needs as those of one of the software (“competing transaction”), provided, however, that the seller may purchase or acquire a class of securities of a person up to (but not more than 2%) of a class of securities of a person (but may not participate in the activities of that person elsewhere) if such securities are listed on a national or regional stock exchange or, in accordance with the abrasion t have been registered 12 (g) of the Exchange Act. Seller shall, by agreement, instruction or otherwise, take appropriate measures to ensure that its employees, officers and directors do not engage in competitive activities in which Seller is not permitted to participate under this Agreement. Buyer acknowledges that Seller operates in the MeterMesh Solution business with some or similar customers and seller will continue to operate this business in a non-competitive manner in the area of software application. The agreement contains a wide range of guarantees and guarantees of seller and buyer related to the sale. Certain commitments of specific sellers listed, related to the exploitation of the purchased target, are taken care of by the buyer. I. The parties entered into a contract for the sale of assets (the “Contract of Sale”) of 14 August 2007, under which the seller agreed to sell, transfer, assign and deliver the assets acquired to the buyer, and the buyer agreed to purchase and accept the assets acquired subject to the terms of the contract of sale. “acquired assets” means the software; all intellectual property rights and other proprietary rights in the software; all trademark rights; all rights in the seller`s licenses of third party intellectual property that are used as part of the software or as trademark; the entire good business or goodwill related to brands and software activities; all of seller`s rights of restriction of competition with respect to seller`s employees; and the originals of all registrations, licenses and other documents referred to in the last sentence of section 3.3(b), as well as all assignments of intellectual property referred to in section 3.3(f), etc., “acquired goods” do not include seller`s cash or cash claims or seller`s contractual rights, with the exception of rights restricting competition and licences and assignments of intellectual property; as described above. For the avoidance of doubt, the acquired assets do not contain assets used exclusively in the course of the business`s activities other than software activities. 2. The sales contract. This contract is in all respects subject to the conditions of the contract of sale and to all insurances, guarantees, insurances and agreements contained in the contract of sale, all of which survive the execution and delivery of this contract in accordance with the terms of the contract of sale. Nothing in this Agreement shall be deemed to replace, extend or modify any obligations, agreements, understandings or warranties of the parties contained in the Contract of Sale.
The purchase price of the small business assets consists of a little cash at closing, a subordinated bond subordinated to the priority debt of the acquired target, and conditional payments in the form of earn-out payments to sales capital managers, provided that certain net revenue targets are met during the earn-out period. . . .