Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with such person or entity. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by"

Section 1.2 — Other Definitional Provisions. Terms defined in the singular shall have a corresponding meaning when used in the plural and vice versa. References to any agreement, instrument, or document shall be deemed to refer to such agreement, instrument, or document as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms. The words "herein," "hereof," "hereunder,"

ARTICLE II — NON-COMPETITION COVENANT

Section 2.1 — Non-Competition. Cascade covenants and agrees that during the Non-Compete Period (commencing on the Closing Date and ending on the third (3rd) anniversary thereof), neither Cascade nor any of its Affiliates shall, directly or indirectly, for its own account or for the account of any other person or entity: (a) engage in, own, operate, manage, control, or participate in any Competing Business within the

Section 2.2 — Permitted Activities; Carve-Outs. Notwithstanding anything in Section 2.1 to the contrary, the following activities shall not constitute a breach of the non-competition covenant set forth herein and are expressly permitted: (a) General Retail Operations. Cascade may continue to own, operate, expand, remodel, relocate, rebrand, and otherwise conduct its "Cascade Home & Goods" stores and any other retail

Section 2.3 — Reasonableness of Restrictions. Cascade acknowledges and agrees that: (a) the scope, duration, and geographic extent of the non-competition covenant set forth in this Article II are reasonable, necessary, and appropriate to protect Buyer's legitimate business interests, including the goodwill acquired as part of the Transaction (for which Buyer paid an aggregate purchase price of Twenty-Five Million Dol

ARTICLE III — NON-SOLICITATION OF EMPLOYEES

Section 3.1 — Non-Solicitation Covenant. Cascade covenants and agrees that during the Non-Solicitation Period (commencing on the Closing Date and ending on the second (2nd) anniversary thereof), neither Cascade nor any of its Affiliates shall, directly or indirectly, for its own account or for the account of any other person or entity: (a) solicit, recruit, hire, or attempt to solicit, recruit, or hire any Transferre

Section 3.2 — Exceptions to Non-Solicitation. Notwithstanding anything in Section 3.1 to the contrary, the non-solicitation covenant set forth therein shall not prohibit or restrict the following activities: (a) General Advertising. Cascade may place general advertisements or postings for employment in newspapers, trade publications, industry journals, online job boards (including Indeed, Westmark Health IT, Penmark

Section 4.1 — Confidentiality Obligations. Cascade covenants and agrees that, during and after the Non-Compete Period, Cascade shall not, and shall cause its Affiliates and their respective officers, directors, employees, agents, and representatives not to, directly or indirectly: (a) use any Confidential Information relating to the Business for any purpose whatsoever, including for the benefit of any Competing Busin

Section 4.2 — Return of Materials. To the extent that Cascade or any of its Affiliates retains any documents, files, records, data, electronic media, or other materials containing or reflecting Confidential Information relating to the Business following the Closing Date (other than (a) materials that Cascade is required to retain pursuant to applicable law, regulation, or any legal hold obligation, (b) materials reas

Section 4.3 — Survival. The confidentiality obligations set forth in this Article IV shall survive the expiration of the Non-Compete Period and the Non-Solicitation Period and shall continue in full force and effect for a period of five (5) years from the Closing Date, except with respect to trade secrets (as defined under the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836, and applicable state trade secret laws,

Section 5.1 — Irreparable Harm; Injunctive Relief. The Parties acknowledge and agree that the covenants and agreements set forth in Articles II, III, and IV of this Agreement are essential to the protection of Buyer's legitimate business interests and the value of the Business as acquired by Buyer pursuant to the APA. The Parties further acknowledge and agree that any breach or threatened breach of this Agreement by

Section 5.2 — Extension of Restricted Periods. In the event of a breach by Cascade of any of the covenants set forth in Article II or Article III of this Agreement, the applicable Restricted Period (i.e., the Non-Compete Period with respect to a breach of Article II, or the Non-Solicitation Period with respect to a breach of Article III) shall be automatically extended, without the need for any court order or further

Section 5.3 — Cumulative Remedies. The remedies set forth in this Article V are cumulative and are in addition to, and not in lieu of, any and all other rights and remedies available to Buyer under this Agreement, under the APA (including, without limitation, the indemnification provisions set forth in Article IX thereof), at law, in equity, or otherwise. No exercise or failure to exercise, and no delay in exercising

ARTICLE VI — ENFORCEABILITY; SEVERABILITY; BLUE PENCIL

Section 6.1 — Severability. If any provision of this Agreement, or any part thereof, is held to be invalid, illegal, void, or unenforceable by any court of competent jurisdiction or any governmental authority, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions or parts of provisions of this Agreement, which shall remain in full force

Section 6.2 — Blue-Pencil; Judicial Modification. If any court of competent jurisdiction determines that any covenant, restriction, or provision of this Agreement is excessive in duration, geographic scope, scope of activity, or any other respect, and is therefore unenforceable as written, then such court is hereby authorized, empowered, and directed to reform and modify such covenant, restriction, or provision to th

Section 6.3 — Acknowledgment of Reasonableness. Cascade represents, acknowledges, and agrees that: (a) Cascade has had the opportunity to consult with independent legal counsel regarding its rights and obligations under this Agreement, and Cascade's General Counsel, Renata Saldívar, has reviewed this Agreement on behalf of Cascade and has advised Cascade regarding the legal effect of the restrictive covenants contain

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Representations and Warranties of Cascade. Cascade hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows: (a) Organization and Good Standing. Cascade Retail Holdings Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and opera

Section 7.2 — Representations and Warranties of Buyer. Buyer hereby represents and warrants to Cascade as of the date hereof and as of the Closing Date as follows: (a) Organization and Good Standing. Ridgeline Consumer Partners LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and aut

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 — Term. This Agreement shall become effective as of the Closing Date and shall remain in full force and effect until the latest of the following dates: (a) the expiration of the Non-Compete Period (three (3) years following the Closing Date), as such period may be extended pursuant to Section 5.2; (b) the expiration of the Non-Solicitation Period (two (2) years following the Closing Date), as such period

Section 8.2 — Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision, rule, or principle (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Notwithstanding

Section 8.3 — Jurisdiction; Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, the Superior Court of the State of Delaware, or, if neither state court accepts jurisdiction, the United States District Court for the District of Delaware) fo

Section 8.4 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTR

Section 8.5 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) upon delivery, if delivered personally (including by courier service); (b) on the first (1st) Business Day following the date of dispatch, if sent by a nationally recognized overnight courier servi

Section 8.6 — Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Cascade may not assign this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Buyer, and any purported assignment by Cascade without such consent shall be null and void and of

Section 8.7 — Entire Agreement. This Agreement, together with the APA and the other ancillary agreements and documents referenced therein or delivered in connection therewith (including, without limitation, the Escrow Agreement, the Transition Services Agreement, the Bill of Sale, the Assignment and Assumption Agreement, and the Trademark Assignment Agreement), constitutes the entire agreement between the Parties wit

Section 8.8 — Amendments and Waivers. This Agreement may not be amended, modified, restated, or supplemented except by a written instrument duly executed by both Parties. No waiver by either Party of any breach, default, or violation of this Agreement shall be deemed a waiver of any other or subsequent breach, default, or violation, whether of the same or a different provision, nor shall any delay or omission by eith

Section 8.9 — No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this A

Section 8.10 — Interpretation. The following rules of construction and interpretation shall apply to this Agreement: (a) The headings and captions of the Articles and Sections of this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement. (b) The word "including" (and words of similar import, such as "include" and "includes") shall

Section 8.11 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (.pdf), or other electronic transmission (including by means of Brightwater Software, Ashford He

Section 8.12 — Relationship to APA. This Agreement is being executed and delivered by the Parties pursuant to, and in connection with, the APA and constitutes one of the "Ancillary Agreements" as defined in the APA. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the APA with respect to the restrictive covenants and obligations set forth