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Each Seller Party hereby acknowledges that it is familiar with the trade secrets of the Business and other Confidential Information.

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TO IRREVOCABLY WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER AMONG THEM RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

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If either party has any other deal points that are crucial to them, excluding voluntary resignation, sellers need to beware that the terms contained in the LOI may not be the terms that the buyer and seller ultimately settle upon on the closing date.

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Please note that the CARES Act provides that PPP funds will be forgiven on a covered loan in an amount equal to the sum of the payroll costs incurred and payments made during the Expenditure Period.

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Capitalized terms used but not defined herein have the respective meanings specified in the Agreement.

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