kozue13/Contracts · Datasets at Hugging Face

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thereafter and is pursued with reasonable diligence thereafter.
(e) If, by July 1, 1998, Samples has not entered into an
agreement with the Acquiror (or any successor to or affiliate of the Acquiror
or any such successor) concerning the development, franchise or operation of a
hotel, then upon such date the definition of Permitted Hotels in Section 2(d)
above shall include clause (E) thereof from and after such date.
As used in
the preceding sentence and in Section 2(f) below, an "affiliate" of any person
means any other person controlling, controlled by, or under common control
with, such first person.
(f) If, by July 1, 1998 (if the merger of Acquiror into
Patriot Hospitality, Inc. provided for in the Patriot-Acquiror Merger Agreement
(as defined in the Merger Agreement) (the"Patriot-Acquiror Merger") has not
occurred by that date) or one (1) year after the closing of the
Patriot-Acquiror Merger (if such merger has occurred prior to July 1, 1998),
Samples has not entered into an agreement with the Acquiror (or any successor
to or affiliate of the Acquiror or any such successor) concerning the
development, franchise or operation of a hotel, then upon such date the term of
the Restricted Period automatically shall be reduced from five (5) to three (3)
years.
(g) Except as otherwise expressly permitted hereby, the
covenants in this Section 2 are intended to restrict Samples from competing in
any manner with the Acquiror





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<PAGE> 5
Companies, the Target Company and the Related Entities or the Business in the
activities that have heretofore been carried on by the Acquiror Companies, the
Target Company and the Related Entities.
The obligations set forth in this
Section above shall apply to actions by Samples, whether taken directly or
indirectly, through any form of ownership, and whether as principal, officer,
director, agent, employee, employer, consultant, stockholder or holder of any
equity security (beneficially or as trustee of any trust), lender, partner,
joint venturer or in any other individual or representative capacity
whatsoever.
However, none of the foregoing shall prevent Samples from (i)
being the holder of up to 5% in the aggregate of any class of securities of any
corporation engaged in the activities described above, provided that such
securities are listed on a national securities exchange or reported on NASDAQ
or (ii) being the holder of non-convertible debt securities of any entity.
3.
Enforcement of Covenants.
Samples acknowledges that a
violation or attempted violation of any of the covenants and agreements in
Section 2 above will cause such damage to the Acquiror Companies, the Target
Company and the Related Entities as will be irreparable, the exact amount of
which would be difficult to ascertain and for which there will be no adequate
remedy at law, and accordingly, Samples agrees that each of the Acquiror
Companies and the Target Company and any Related Entity shall be entitled as a
matter of right to an injunction issued by any court of competent jurisdiction,
restraining such violation or attempted violation of such covenants and
agreements by Samples, or the employees, partners or agents of Samples, as well
as recover from Samples any and all costs and expenses sustained or incurred by
the Acquiror Companies and the Target Company and the Related Entities in
obtaining such an injunction, including, without limitation, reasonable
attorneys' fees.
Samples agrees that no bond or other security shall be
required in connection with such injunction.
Samples further agrees that the
Restricted Period shall be tolled during any period of violation thereof by
Samples.
Any exercise by any one or more of the Acquiror Companies and the
Target Company and the Related Entities of their respective rights pursuant to
this Section 3 shall be cumulative and in addition to any other remedies to
each of them may be entitled.
4.
Intellectual Property.
Samples recognizes and agrees that, on
and after the date hereof, he will not have the right to use for his own
account any of the service marks, trademarks, trade names, licenses, labels,
trade secrets or customers' lists owned by or licensed to the Acquiror
Companies, the Target Company or any of the Related Entities.
5.
Consideration.
As consideration for Samples' agreements
provided herein, the Acquiror agrees to pay to Samples the total sum of
$500,000, which amount shall be payable by wire transfer of immediately
available funds on the date hereof.
Samples also acknowledges and agrees that,
in addition thereto, he has received substantial consideration and benefit,
direct and indirect, pursuant to the Merger and the other transactions
contemplated by the Merger Agreement.
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<PAGE> 6
6.
Validity.
Samples acknowledges and agrees that each of the
covenants contained herein is a reasonable limitation as to time, geographical
area and scope of activity to be restrained and does not impose a greater
restraint than is necessary to protect the goodwill or other interests of the
Acquiror Companies and the Target Company and the Related Entities.
To the
extent permitted by applicable law, if it should ever be held that any
provision contained herein does not contain reasonable limitations as to time,
geographical area or scope of activity to be restrained, then the court so

thereafter and is pursued with reasonable diligence thereafter.

(e) If, by July 1, 1998, Samples has not entered into an

agreement with the Acquiror (or any successor to or affiliate of the Acquiror

or any such successor) concerning the development, franchise or operation of a

hotel, then upon such date the definition of Permitted Hotels in Section 2(d)

above shall include clause (E) thereof from and after such date.

As used in

the preceding sentence and in Section 2(f) below, an "affiliate" of any person

means any other person controlling, controlled by, or under common control

with, such first person.

(f) If, by July 1, 1998 (if the merger of Acquiror into

Patriot Hospitality, Inc. provided for in the Patriot-Acquiror Merger Agreement

(as defined in the Merger Agreement) (the"Patriot-Acquiror Merger") has not

occurred by that date) or one (1) year after the closing of the

Patriot-Acquiror Merger (if such merger has occurred prior to July 1, 1998),

Samples has not entered into an agreement with the Acquiror (or any successor

to or affiliate of the Acquiror or any such successor) concerning the

development, franchise or operation of a hotel, then upon such date the term of

the Restricted Period automatically shall be reduced from five (5) to three (3)

years.

(g) Except as otherwise expressly permitted hereby, the

covenants in this Section 2 are intended to restrict Samples from competing in

any manner with the Acquiror

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<PAGE> 5

Companies, the Target Company and the Related Entities or the Business in the

activities that have heretofore been carried on by the Acquiror Companies, the

Target Company and the Related Entities.

The obligations set forth in this

Section above shall apply to actions by Samples, whether taken directly or

indirectly, through any form of ownership, and whether as principal, officer,

director, agent, employee, employer, consultant, stockholder or holder of any

equity security (beneficially or as trustee of any trust), lender, partner,

joint venturer or in any other individual or representative capacity

whatsoever.

However, none of the foregoing shall prevent Samples from (i)

being the holder of up to 5% in the aggregate of any class of securities of any

corporation engaged in the activities described above, provided that such

securities are listed on a national securities exchange or reported on NASDAQ

or (ii) being the holder of non-convertible debt securities of any entity.

3.

Enforcement of Covenants.

Samples acknowledges that a

violation or attempted violation of any of the covenants and agreements in

Section 2 above will cause such damage to the Acquiror Companies, the Target

Company and the Related Entities as will be irreparable, the exact amount of

which would be difficult to ascertain and for which there will be no adequate

remedy at law, and accordingly, Samples agrees that each of the Acquiror

Companies and the Target Company and any Related Entity shall be entitled as a

matter of right to an injunction issued by any court of competent jurisdiction,

restraining such violation or attempted violation of such covenants and

agreements by Samples, or the employees, partners or agents of Samples, as well

as recover from Samples any and all costs and expenses sustained or incurred by

the Acquiror Companies and the Target Company and the Related Entities in

obtaining such an injunction, including, without limitation, reasonable

attorneys' fees.

Samples agrees that no bond or other security shall be

required in connection with such injunction.

Samples further agrees that the

Restricted Period shall be tolled during any period of violation thereof by

Samples.

Any exercise by any one or more of the Acquiror Companies and the

Target Company and the Related Entities of their respective rights pursuant to

this Section 3 shall be cumulative and in addition to any other remedies to

each of them may be entitled.

4.

Intellectual Property.

Samples recognizes and agrees that, on

and after the date hereof, he will not have the right to use for his own

account any of the service marks, trademarks, trade names, licenses, labels,

trade secrets or customers' lists owned by or licensed to the Acquiror

Companies, the Target Company or any of the Related Entities.

5.

Consideration.

As consideration for Samples' agreements

provided herein, the Acquiror agrees to pay to Samples the total sum of

$500,000, which amount shall be payable by wire transfer of immediately

available funds on the date hereof.

Samples also acknowledges and agrees that,

in addition thereto, he has received substantial consideration and benefit,

direct and indirect, pursuant to the Merger and the other transactions

contemplated by the Merger Agreement.

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<PAGE> 6

6.

Validity.

Samples acknowledges and agrees that each of the

covenants contained herein is a reasonable limitation as to time, geographical

area and scope of activity to be restrained and does not impose a greater

restraint than is necessary to protect the goodwill or other interests of the

Acquiror Companies and the Target Company and the Related Entities.

To the

extent permitted by applicable law, if it should ever be held that any

provision contained herein does not contain reasonable limitations as to time,

geographical area or scope of activity to be restrained, then the court so