Common use of Agreement Not to Compete or Solicit Clause in Contracts

Agreement Not to Compete or Solicit. (a) In furtherance of the sale of the Shares to Purchaser under this Agreement and to more effectively protect the value and goodwill of the Company and the Business represented thereby, each Seller covenants and agrees that, during the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, such Seller shall not, and shall cause its Affiliates not to, directly or indirectly: (i) own, manage, operate, control, participate in, consult or perform services for, sell materials to, or otherwise carry on, whether as principal, agent, independent contractor, consultant, partner, or otherwise, any business similar to or competitive with the Business anywhere in the United States (it being acknowledged by each Seller that the Business has been conducted or is proposed to be conducted throughout such area and such geographic restriction is reasonable and necessary to protect the value and goodwill of the Company and the Business); (ii) (A) induce or encourage, or attempt to induce or encourage, any customer, vendor, supplier, licensor, licensee, or other business relation of the Company or the Business to cease doing business with the Company or the Business or (B) in any way interfere with the relationship between the Company or the Business on the one hand and any customer, vendor, supplier, licensor, licensee, or other business relation of the Company or the Business on the other hand; or (iii) (A) induce, encourage, solicit or recruit, or attempt to solicit or recruit, any officer, employee, independent contractor, representative, or agent of the Company or any Employee to leave the employ of the Business or the Company or (B) hire any such individual. (b) Notwithstanding the foregoing, (i) nothing in Section 6.4(a) shall prohibit each Seller or its Affiliates from being a passive owner of not more than five percent (5%) of the outstanding Equity Interests of any Person that is publicly traded, so long as each Seller and its Affiliates have no active participation in the business of such Person, and (ii) nothing in Section 6.4(a)(iii) shall prohibit each Seller or its Affiliates from (A) making general employment solicitations, not specifically directed at employees of the Business or the Company, and hiring any individuals who respond to such solicitations or (B) soliciting, recruiting, or hiring any individual who has not been employed by the Business or the Company for at least six (6) months, so long as each Seller and its Affiliates did not have any contact with such individual in violation of Section 6.4(a)(iii) prior to the end of such individual’s employment with the Business or the Company. (c) Each Seller acknowledges and agrees that (i) the covenants set forth in this Section 6.4 are reasonable in geographical and temporal scope and in all other respects, (ii) Purchaser would not have entered into this Agreement and the Related Agreements but for the covenants of such Seller contained herein, (iii) the covenants contained herein have been made in order to induce Purchaser to enter into this Agreement from which such Seller will receive substantial benefit, and (iv) if, at the time of enforcement of the covenants set forth in this Section 6.4, a court shall hold that the duration, scope, or area restrictions stated therein are unreasonable under circumstances then existing or are too onerous and are not necessary for the protection of Purchaser, the Parties agree that the maximum duration, scope, or area reasonable under such circumstances shall be instituted for the stated duration, scope, or area or that such court may impose lesser restrictions which such court may consider to be necessary or appropriate to properly protect Purchaser. (d) Each Seller agrees that the remedies at law for any breach of the provisions of this Section 6.4 would be inadequate and that, in addition to any other remedies that Purchaser may have, Purchaser shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving actual damages or posting bond. To the extent that any part of this Section 6.4 may be invalid, illegal or unenforceable for any reason, it is intended that such part shall be enforceable to the extent that a court of competent jurisdiction shall determine that such part, if more limited in scope, would have been enforceable.

Agreement Not to Compete or Solicit. (a) In furtherance The Company agrees that it shall not, and it shall cause each of its Affiliates (which, solely for purposes of this Section 6.8, shall exclude Xxxxx Xxxxxxx) not to, directly or indirectly, own, manage, operate or otherwise engage in any business (a “Competing Business”) that competes with (i) the sale of the Shares to Purchaser under this Agreement and to more effectively protect the value and goodwill of the Company and the Business represented thereby, each Seller covenants and agrees that, Products during the period beginning commencing on the Closing Date and ending expiring on the fifth fourth anniversary of the Closing Date (5ththe “Restricted Period”), and (ii) the Business during the period commencing on the Closing Date and expiring on the second anniversary of the Closing Date; provided, however, that it shall not be a violation of this Section 6.8(a) for the Company or any of its Affiliates to (w) beneficially and passively own any stock (or other equity interest convertible into stock) of any corporation listed on a national securities exchange that invests in, manages or operates a Competing Business, in each case, provided that such Seller stock (or stock obtained upon conversion of such other equity interests) represents less than five percent of the outstanding capital stock of such Person, (x) acquire (and thereafter continue to own) all or a majority of the stock or assets of any Person that derived less than five percent of its annual consolidated revenues from a Competing Business during the calendar year immediately preceding the consummation of such acquisition, (y) develop, manufacture or sell active pharmaceutical ingredients primarily intended for incorporation into finished dose non-human pharmaceutical products, or (z) consummate any of the transactions contemplated by this Agreement and comply with the terms of this Agreement. (b) During the Restricted Period, the Company agrees that it shall not, and it shall cause each of its Affiliates not to, directly or indirectly: (i) own, managesolicit, operateinfluence, control, participate in, consult entice or perform services for, sell materials toencourage any Continuing Employee who at such time is an employee of Purchaser, or otherwise carry on, whether as principal, agent, independent contractor, consultant, partner, or otherwise, any business similar to or competitive with the Business anywhere in the United States (it being acknowledged by each Seller that the Business has been conducted or is proposed to be conducted throughout such area and such geographic restriction is reasonable and necessary to protect the value and goodwill of the Company and the Business); (ii) (A) induce or encourage, or attempt to induce or encourage, any customer, vendor, supplier, licensor, licensee, or other business relation current customer of the Company or the Business Subsidiary who at such time is a customer of Purchaser, to cease doing business with or curtail his or her relationship therewith; provided, however, that the Company restrictions of this Section 6.8(b) shall not apply to the placement of general advertisements or the Business use of general search firm services that are not targeted directly or (B) in any way interfere with the relationship between the Company indirectly toward employees or the Business on the one hand and any customer, vendor, supplier, licensor, licensee, or other business relation customers of the Company or the Business on the other hand; or (iii) (A) induce, encourage, solicit or recruit, or attempt to solicit or recruit, any officer, employee, independent contractor, representative, or agent of the Company or any Employee to leave the employ of the Business or the Company or (B) hire any such individual. (b) Notwithstanding the foregoing, (i) nothing in Section 6.4(a) shall prohibit each Seller or its Affiliates from being a passive owner of not more than five percent (5%) of the outstanding Equity Interests of any Person that is publicly traded, so long as each Seller and its Affiliates have no active participation in the business of such Person, and (ii) nothing in Section 6.4(a)(iii) shall prohibit each Seller or its Affiliates from (A) making general employment solicitations, not specifically directed at employees of the Business or the Company, and hiring any individuals who respond to such solicitations or (B) soliciting, recruiting, or hiring any individual who has not been employed by the Business or the Company for at least six (6) months, so long as each Seller and its Affiliates did not have any contact with such individual in violation of Section 6.4(a)(iii) prior to the end of such individual’s employment with the Business or the CompanyPurchaser. (c) Each Seller acknowledges and agrees In the event that (i) the covenants set forth any covenant contained in this Section 6.4 are reasonable 6.8 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in geographical any jurisdiction, then such adjudicating court is expressly empowered to reform such covenant, and temporal scope and such covenant shall be deemed reformed, in all such jurisdiction to the maximum time, geographic, product, service and/or other respectslimitations, (ii) Purchaser would not have entered into this Agreement and the Related Agreements but for the covenants of such Seller contained hereinas applicable, (iii) the permitted by applicable Law. The covenants contained herein have been made in order to induce Purchaser to enter into this Agreement from which such Seller will receive substantial benefit, and (iv) if, at the time of enforcement of the covenants set forth in this Section 6.46.8 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, a court and any such invalidity or unenforceability in any jurisdiction shall hold that the duration, scope, not invalidate or area restrictions stated therein are unreasonable under circumstances then existing render unenforceable such covenant or are too onerous and are not necessary for the protection of Purchaser, the Parties agree that the maximum duration, scope, or area reasonable under such circumstances shall be instituted for the stated duration, scope, or area or that such court may impose lesser restrictions which such court may consider to be necessary or appropriate to properly protect Purchaser. (d) Each Seller agrees that the remedies at law for any breach of the provisions of this Section 6.4 would be inadequate and that, provision in addition to any other remedies that Purchaser may have, Purchaser shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving actual damages or posting bond. To the extent that any part of this Section 6.4 may be invalid, illegal or unenforceable for any reason, it is intended that such part shall be enforceable to the extent that a court of competent jurisdiction shall determine that such part, if more limited in scope, would have been enforceablejurisdiction.

Agreement Not to Compete or Solicit. (a) In furtherance of the sale contribution of the Shares Contributed Equity Interests to Purchaser under this Agreement and to more effectively protect the value and goodwill of the Company and the Business represented thereby, each Seller covenants the Company and agrees the Shareholders covenant and agree that, during the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, such Seller the Shareholders shall not, and shall cause its Affiliates not to, directly or indirectly: (i) own, manage, operate, control, participate in, consult or perform services for, sell materials to, or otherwise carry on, whether as principal, agent, independent contractor, consultant, partner, or otherwise, any business similar to or competitive with the Business anywhere in the United States (it being acknowledged by each Seller the Shareholders that the Business has been conducted or is proposed to be conducted throughout such area and such geographic restriction is reasonable and necessary to protect the value and goodwill of the Company and the Business); (ii) (A) induce or encourage, or attempt to induce or encourage, any customer, vendor, supplier, licensor, licensee, or other business relation of the Company or the Business to cease doing business with the Company or the Business or (B) in any way interfere with the relationship between the Company or the Business on the one hand and any customer, vendor, supplier, licensor, licensee, or other business relation of the Company or the Business on the other hand; or (iii) (A) induce, encourage, solicit or recruit, or attempt to solicit or recruit, any officer, employee, independent contractor, representative, or agent of the Company or any Employee to leave the employ of the Business or the Company or (B) hire any such individual. (b) Notwithstanding the foregoing, (i) nothing in Section 6.4(a7.4(a) shall prohibit each Seller or its Affiliates the Shareholders from (A) being a passive owner of not more than five percent (5%) of the outstanding Equity Interests of any Person that is publicly traded, so long as each Seller and its Affiliates the Shareholders have no active participation in the business of such PersonPerson or (B) being a passive owner of the Equity Interests of any Person that is exclusively involved in transportation logistics software, and (ii) nothing in Section 6.4(a)(iii7.4(a)(ii) shall prohibit each Seller or its Affiliates the Shareholders from (A) making general employment solicitations, not specifically directed at employees of the Business or the Company, and hiring any individuals who respond to such solicitations or (B) soliciting, recruiting, or hiring any individual who has not been employed by the Business or the Company for at least six (6) months, so long as each Seller and its Affiliates the Shareholders did not have any contact with such individual in violation of Section 6.4(a)(iii7.4(a)(iii) prior to the end of such individual’s employment with the Business or the Company. (c) Each Seller acknowledges The Shareholders acknowledge and agrees agree that (i) the covenants set forth in this Section 6.4 7.4 are reasonable in geographical and temporal scope and in all other respects, (ii) Purchaser would not have entered into this Agreement and the Related Agreements but for the covenants of such Seller contained herein, (iii) the covenants contained herein have been made in order to induce Purchaser to enter into this Agreement from which such Seller the Shareholders will receive substantial benefit, and (iv) if, at the time of enforcement of the covenants set forth in this Section 6.47.4, a court shall hold that the duration, scope, duration or area scope restrictions stated therein are unreasonable under circumstances then existing or are too onerous and are not necessary for the protection of Purchaser, the Parties agree that the maximum duration, scope, scope or area reasonable under such circumstances shall be instituted for the stated duration, scope, scope or area or that such court may impose lesser restrictions which such court may consider to be necessary or appropriate to properly protect Purchaser. (d) Each Seller agrees The Shareholders agree that the remedies at law for any breach of the provisions of this Section 6.4 7.4 would be inadequate and that, in addition to any other remedies that Purchaser may have, Purchaser shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving actual damages or posting bond. To the extent that any part of this Section 6.4 7.4 may be invalid, illegal or unenforceable for any reason, it is intended that such part shall be enforceable to the extent that a court of competent jurisdiction shall determine that such part, if more limited in scope, would have been enforceable.

Agreement Not to Compete or Solicit. (a) In furtherance of the sale of the Shares Purchased Membership Interests to Purchaser under this Agreement and to more effectively protect the value and goodwill of the Company and the Business represented thereby, each Seller Owner covenants and agrees that, during the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, such Seller Owner shall not, and shall cause its Affiliates not to, directly or indirectly: (i) own, manage, operate, control, participate in, consult or perform services for, sell materials to, or otherwise carry on, whether as principal, agent, independent contractor, consultant, partner, or otherwise, any business similar to or competitive with the Business (“Competitive Business”) anywhere in the United States States. For the avoidance of doubt, “Competitive Business” shall not include (it being acknowledged by each Seller that A) activities in the Business has been conducted or is proposed to be conducted throughout such area and such geographic restriction is reasonable and necessary to protect the value and goodwill automobile towing service industry of no more than two (2) passenger automobiles per towing vehicle, (B) subcontracting on behalf of the Combining Company and the Businessor (C) hauling or transportation of industrial, construction, or other equipment (other than passenger automobiles);. (ii) (A) induce or encourage, or attempt to induce or encourage, any customer, vendor, supplier, licensor, licensee, or other business relation of the Company or the Business to cease doing business with the Company or the Business or (B) in any way adversely interfere with the relationship between the Company or the Business on the one hand and any customer, vendor, supplier, licensor, licensee, or other business relation of the Company or the Business on the other hand; or (iii) (A) induce, encourage, solicit or recruit, or attempt to solicit or recruit, any officer, employee, independent contractor, representative, or agent of the Company or any Employee to leave the employ of the Business or the Company or (B) hire any such individual. (b) Notwithstanding the foregoing, (i) nothing in Section 6.4(a) shall prohibit each Seller Owner or its Affiliates from being a passive owner of not more than five percent (5%) of the outstanding Equity Interests of any Person that is publicly tradedPerson, so long as each Seller Owner and its Affiliates have no active participation in the business of such Person, and (ii) nothing in Section 6.4(a)(iii) shall prohibit each Seller Owner or its Affiliates from (A) making general employment solicitations, not specifically directed at employees of the Business or the Company, and hiring any individuals who respond to such solicitations or (B) soliciting, recruiting, or hiring any individual who has not been employed by separated from employment with the Business or the Company for at least more than six (6) monthsmonths prior to the date of such solicitation, recruitment or hiring, so long as each Seller Owner and its Affiliates did not have any contact with such individual in violation of Section 6.4(a)(iii) prior to the end of such individual’s employment with the Business or the Company. (c) Each Seller Owner acknowledges and agrees that (i) the covenants set forth in this Section 6.4 are reasonable in geographical and temporal scope and in all other respects, (ii) Purchaser would not have entered into this Agreement and the Related Agreements but for the covenants of such Seller Owner contained herein, (iii) the covenants contained herein have been made in order to induce Purchaser to enter into this Agreement from which such Seller Owner will receive substantial benefit, and (iv) if, at the time of enforcement of the covenants set forth in this Section 6.4, a court shall hold that the duration, scope, or area restrictions stated therein are unreasonable under circumstances then existing or are too onerous and are not necessary for the protection of Purchaser, the Parties agree that the maximum duration, scope, or area reasonable under such circumstances shall be instituted for the stated duration, scope, or area or that such court may impose lesser restrictions which such court may consider to be necessary or appropriate to properly protect Purchaser. (d) Each Seller Owner agrees that the remedies at law for any breach of the provisions of this Section 6.4 would be inadequate and that, in addition to any other remedies that Purchaser may have, Purchaser shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving actual damages or posting bondrelief. To the extent that any part of this Section 6.4 may be invalid, illegal or unenforceable for any reason, it is intended that such part shall be enforceable to the extent that a court of competent jurisdiction shall determine that such part, if more limited in scope, would have been enforceable.

Agreement Not to Compete or Solicit. (a) In furtherance of the sale contribution of the Shares Contributed Equity Interests to Purchaser under this Agreement and to more effectively protect the value and goodwill of the each Company and the Business represented thereby, each Seller Owner covenants and agrees that, during the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, such Seller Owner shall not, and shall cause its Affiliates not to, directly or indirectly: (i) own, manage, operate, control, participate in, consult or perform services for, sell materials to, or otherwise carry on, whether as principal, agent, independent contractor, consultant, partner, or otherwise, any business similar to or competitive with the Business (“Competitive Business”) anywhere in the United States States. For the avoidance of doubt, “Competitive Business” shall not include (it being acknowledged by each Seller that A) activities in the Business has been conducted or is proposed to be conducted throughout such area and such geographic restriction is reasonable and necessary to protect the value and goodwill automobile towing service industry of no more than two (2) passenger automobiles per towing vehicle, (B) subcontracting on behalf of the Combining Company and the Businessor (C) hauling or transportation of industrial, construction, or other equipment (other than passenger automobiles); (ii) (A) induce or encourage, or attempt to induce or encourage, any customer, vendor, supplier, licensor, licensee, or other business relation of the any Company or the Business to cease doing business with the any Company or the Business or (B) in any way adversely interfere with the relationship between the any Company or the Business Business, on the one hand hand, and any customer, vendor, supplier, licensor, licensee, or other business relation of the any Company or the Business Business, on the other hand; or (iii) (A) induce, encourage, solicit or recruit, or attempt to solicit or recruit, any officer, employee, independent contractor, representative, or agent of the any Company or any Employee to leave the employ of the Business or the any Company or (B) hire any such individual. (b) Notwithstanding the foregoing, (i) nothing in Section 6.4(a) shall prohibit each Seller Owner or its Affiliates from being a passive owner of not more than five percent (5%) of the outstanding Equity Interests of any Person that is publicly tradedPerson, so long as each Seller Owner and its Affiliates have no active participation in the business of such Person, and (ii) nothing in Section 6.4(a)(iii) shall prohibit each Seller Owner or its Affiliates from (A) making general employment solicitations, not specifically directed at employees of the Business or the any Company, and hiring any individuals who respond to such solicitations or (B) soliciting, recruiting, or hiring any individual who has not been employed by separated from employment with the Business or the any Company for at least more than six (6) monthsmonths prior to the date of such solicitation, recruitment or hiring, so long as each Seller Owner and its Affiliates did not have any contact with such individual in violation of Section 6.4(a)(iii) prior to the end of such individual’s employment with the Business or the any Company. (c) Each Seller Owner acknowledges and agrees that (i) the covenants set forth in this Section 6.4 are reasonable in geographical and temporal scope and in all other respects, (ii) Purchaser would not have entered into this Agreement and the Related Agreements but for the covenants of such Seller Owner contained herein, (iii) the covenants contained herein have been made in order to induce Purchaser to enter into this Agreement from which such Seller Owner will receive substantial benefit, and (iv) if, at the time of enforcement of the covenants set forth in this Section 6.4, a court shall hold that the duration, scope, or area restrictions stated therein are unreasonable under circumstances then existing or are too onerous and are not necessary for the protection of Purchaser, the Parties agree that the maximum duration, scope, or area reasonable under such circumstances shall be instituted for the stated duration, scope, or area or that such court may impose lesser restrictions which such court may consider to be necessary or appropriate to properly protect Purchaser. (d) Each Seller Owner agrees that the remedies at law for any breach of the provisions of this Section 6.4 would be inadequate and that, in addition to any other remedies that Purchaser may have, Purchaser shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving actual damages or posting bondrelief. To the extent that any part of this Section 6.4 may be invalid, illegal or unenforceable for any reason, it is intended that such part shall be enforceable to the extent that a court of competent jurisdiction shall determine that such part, if more limited in scope, would have been enforceable.

Agreement Not to Compete or Solicit. (a) In furtherance Each of the sale Seller and the Guarantor, understands and acknowledges that the following provisions of this Section 5.6 are given as an integral and essential part of the Shares to Transactions and that Purchaser under would not have entered into this Agreement and to more effectively protect absent the value and goodwill provisions of the Company and the Business represented thereby, each Seller covenants and agrees that, during the period beginning on this Section 5.6. From the Closing Date and ending on the fifth (5th) anniversary of the Closing DateClosing, such each of the Seller and the Guarantor shall not, and shall cause its Affiliates not to, directly or indirectly: indirectly (iincluding by licensing or through any other Person directly or indirectly controlling, controlled by or under common control with the Seller or Guarantor), (1) engage, in any territory in the world, in the field of point-to-point microwave radios including, without limitation, through any activity of development, manufacturing, marketing, sale, distribution, servicing, licensing or sublicensing (the "Competitive Business"), or (2) acquire, own, invest in, manage, operate, controlcontrol or participate in any manner in the ownership, participate infinancing, consult management, operation or perform services for, sell materials to, or otherwise carry on, whether as principal, agent, independent contractor, consultant, partner, or otherwise, control of any business similar that engages or intends to or competitive with the Business anywhere engage in the United States (it being acknowledged by Competitive Business, except that each Seller that the Business has been conducted or is proposed to be conducted throughout such area and such geographic restriction is reasonable and necessary to protect the value and goodwill of the Company Seller and the Business); Guarantor may own up to five (ii5) percent of the outstanding equity interest and voting interests of a Competitive Business that is publicly traded, (A3) induce contact any customer or encourage, or attempt to induce or encourage, any customer, vendor, supplier, licensor, licensee, or other business relation supplier of the Company or its Subsidiaries for the Business to cease doing purpose of soliciting orders or establishing relationships for any business with the Company or the enterprise that engages in a Competitive Business or (B) in any way interfere with the relationship between the Company or the Business on the one hand and any customer, vendor, supplier, licensor, licensee, or other business relation otherwise utilize its knowledge of the Company or the Business on the other hand; or (iii) (A) induce, encourage, solicit or recruit, or attempt to solicit or recruit, any officer, employee, independent contractor, representative, or agent business of the Company or any Employee of its Subsidiaries or its relationships with customers, suppliers or others to leave the employ engage or facilitate others to engage in any facet of the Business a Competitive Business, (4) cause, induce or encourage any customer, supplier, distributor, representative, or other business partner of the Company or any of its Subsidiaries to terminate or modify such relationship, (B5) hire solicit or attempt to induce any such individual. supplier, distributor, representative, or other business partner of the Company or any of its Subsidiaries into any Competitive Businesses, (b6) solicit, recruit, hire, retain or attempt thereto (whether as an employee, consultant, agent, independent contractor or otherwise) or encourage to leave their employment any Key Employee or group of employees or consultants of the Company or any of its Subsidiaries; provided, however, that the foregoing in this clause (6) shall not prohibit any general solicitations of employment not directed principally to the employees or consultants of the Company or its Subsidiaries, or (7) enter into any agreement or understanding to do any of the foregoing. Notwithstanding the foregoing, (i) nothing in any action permitted under, or taken according to, this Agreement or the Transactions, shall not be considered a breach of this Section 6.4(a) 5.6. Further the restrictions of this Section 5.6 shall prohibit each not prevent the Seller or its Affiliates the Guarantor from being a passive owner shareholder of not more than five percent Nera Telecommunications Ltd (5%or its successor), provided that none of them shall vote in favor of or otherwise support any decision or an act of Nera Telecommunications Ltd (or its successor) to engage in a Competitive Business or otherwise do anything that will constitute a breach of any of the provisions of this Section 5.6. Seller, Guarantor and Purchaser recognize that the Laws and public policies of the applicable jurisdictions may differ as to the validity and enforceability of covenants similar to those set forth in this Section 5.6. It is the intention of the Parties that the provisions of this Section 5.6 be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) of any provisions of this Section 5.6 shall not render unenforceable, or impair, the outstanding Equity Interests remainder of the provisions of this Section 5.6. Accordingly, if any Person that provision of this Section 5.6 shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the operation of such provision in the particular jurisdiction in which such determination is publicly traded, so long as each made and not with respect to any other provision or jurisdiction. Each of the Seller and its Affiliates have no active participation in the business of such Person, and (ii) nothing in Section 6.4(a)(iii) shall prohibit each Seller or its Affiliates from (A) making general employment solicitations, not specifically directed at employees of the Business or the Company, and hiring any individuals who respond to such solicitations or (B) soliciting, recruiting, or hiring any individual who has not been employed by the Business or the Company for at least six (6) months, so long as each Seller and its Affiliates did not have any contact with such individual in violation of Section 6.4(a)(iii) prior to the end of such individual’s employment with the Business or the Company. (c) Each Seller Guarantor hereby acknowledges and agrees that (i) the covenants set forth in this Section 6.4 5.6 are reasonable in geographical and temporal scope and in all other respects, (ii) Purchaser would not have entered into part of the consideration given for this Agreement and are reasonable and necessary in terms of time, geographic area, scope and line of business to protect the Related Agreements but for legitimate business interests of Purchaser and its Affiliates. Each of the covenants Seller and the Guarantor, on behalf of such Seller contained hereinitself and its Affiliates, (iii) expressly authorizes the covenants contained herein have been made in order to induce Purchaser to enter into this Agreement from which such Seller will receive substantial benefit, and (iv) if, at the time of enforcement of the covenants set forth in this Section 6.4, a court shall hold that 5.6 by the duration, scope, or area restrictions stated therein are unreasonable under circumstances then existing or are too onerous and are not necessary for the protection of Purchaser, the permitted assigns of the Purchaser and any successors of the Purchaser. The Parties hereto hereby acknowledge and agree that the maximum duration, scope, or area reasonable under such circumstances shall be instituted for the stated duration, scope, or area or that such court may impose lesser restrictions which such court may consider to be necessary or appropriate to properly protect Purchaser. (d) Each Seller agrees that the remedies any remedy at law Law for any breach of the provisions of this Section 6.4 5.6 would be inadequate inadequate, and thateach of the Seller, in addition to and the Guarantor hereby consents, without derogating from any other remedies that Purchaser may haveright or remedy available, Purchaser shall be entitled to seek temporary and permanent injunctive relief the granting by any court of an injunction or other equitable relief, without the necessity of proving actual damages monetary loss being proved or posting bondany bond or similar security being posted, in order that the breach or threatened breach of such provisions may be effectively restrained. To the extent that any part The provisions of this Section 6.4 may be invalid, illegal 5.6 do not intend to limit or unenforceable for derogate from any reason, it is intended that such part shall be enforceable right or remedy otherwise available to the extent that a court of competent jurisdiction shall determine that such part, if more limited in scope, would have been enforceablePurchaser by Law.

Agreement Not to Compete or Solicit. (a) In furtherance of the sale of the Shares to Purchaser under this Agreement and to more effectively protect the value and goodwill of the Company and the Business represented thereby, each Seller covenants Sellers covenant and agrees agree that, during the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, such Seller Sellers shall not, and shall cause its Affiliates not to, directly or indirectly: (i) own, manage, operate, control, participate in, consult or perform services for, sell materials to, or otherwise carry on, whether as principal, agent, independent contractor, consultant, partner, or otherwise, any business similar to or competitive with the Business anywhere in the United States (it being acknowledged by each Seller Sellers that the Business has been conducted or is proposed to be conducted throughout such area and such geographic restriction is reasonable and necessary to protect the value and goodwill of the Company and the Business). For the avoidance of doubt, “Business” does not include: (i) auto towing as a sub-hauler for the Parent and its Subsidiaries; and (ii) activities in the automobile towing service industry of no more than two (2) passenger automobiles per towing vehicle; (ii) (A) induce or encourage, or attempt to induce or encourage, any customer, vendor, supplier, licensor, licensee, or other business relation of the Company or the Business to cease doing business with the Company or the Business or (B) in any way interfere with the relationship between the Company or the Business on the one hand and any customer, vendor, supplier, licensor, licensee, or other business relation of the Company or the Business on the other hand; or (iii) (A) induce, encourage, solicit solicit, or recruit, or attempt to solicit or recruit, any officer, employee, independent contractor, representative, or agent of the Company or any Employee to leave the employ of the Business or the Company or (B) hire any such individual. (b) Notwithstanding the foregoing, (i) nothing in Section 6.4(a) shall prohibit each any Seller or its Affiliates from being a passive owner of not more than five percent (5%) of the outstanding Equity Interests of any Person that is publicly traded, so long as each no Seller and its Affiliates have no any active participation in the business of such Person, and (ii) nothing in Section 6.4(a)(iii) shall prohibit each any Seller or its Affiliates from (A) making general employment solicitations, not specifically directed at employees of the Business or the Company, and hiring any individuals who respond to such solicitations or (B) soliciting, recruiting, or hiring any individual who has not been employed by the Business or the Company for at least six (6) months, so long as each no Seller and its Affiliates did not have had any contact with such individual in violation of Section 6.4(a)(iii) prior to the end of such individual’s employment with the Business or the Company. (c) Each Seller acknowledges Sellers acknowledge and agrees agree that (i) the covenants set forth in this Section 6.4 are reasonable in geographical and temporal scope and in all other respects, (ii) Purchaser would not have entered into this Agreement and the Related Agreements but for the covenants of such Seller Sellers contained herein, (iii) the covenants contained herein have been made in order to induce Purchaser to enter into this Agreement from which such Seller Sellers will receive substantial benefit, and (iv) if, at the time of enforcement of the covenants set forth in this Section 6.4, a court shall hold that the duration, scope, or area restrictions stated therein are unreasonable under circumstances then existing or are too onerous and are not necessary for the protection of Purchaser, the Parties agree that the maximum duration, scope, or area reasonable under such circumstances shall be instituted for the stated duration, scope, or area or that such court may impose lesser restrictions which such court may consider to be necessary or appropriate to properly protect Purchaser. (d) Each Seller agrees Sellers agree that the remedies at law for any breach of the provisions of this Section 6.4 would be inadequate and that, in addition to any other remedies that Purchaser may have, Purchaser shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving actual damages or posting bond. To the extent that any part of this Section 6.4 may be invalid, illegal or unenforceable for any reason, it is intended that such part shall be enforceable to the extent that a court of competent jurisdiction shall determine that such part, if more limited in scope, would have been enforceable.

Agreement Not to Compete or Solicit. (a) In furtherance of the sale of the Shares Purchased Equity Interests to Purchaser under this Agreement and to more effectively protect the value and goodwill of the Company and the Business represented thereby, each Seller covenants the Company and agrees the Shareholders covenant and agree that, during the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, such Seller the Shareholders shall not, and shall cause its Affiliates not to, directly or indirectly: (i) own, manage, operate, control, participate in, consult or perform services for, sell materials to, or otherwise carry on, whether as principal, agent, independent contractor, consultant, partner, or otherwise, any business similar to or competitive with the Business anywhere in the United States (it being acknowledged by each Seller the Shareholders that the Business has been conducted or is proposed to be conducted throughout such area and such geographic restriction is reasonable and necessary to protect the value and goodwill of the Company and the Business); (ii) (A) induce or encourage, or attempt to induce or encourage, any customer, vendor, supplier, licensor, licensee, or other business relation of the Company or the Business to cease doing business with the Company or the Business or (B) in any way interfere with the relationship between the Company or the Business on the one hand and any customer, vendor, supplier, licensor, licensee, or other business relation of the Company or the Business on the other hand; or (iii) (A) induce, encourage, solicit or recruit, or attempt to solicit or recruit, any officer, employee, independent contractor, representative, or agent of the Company or any Employee to leave the employ of the Business or the Company or (B) hire any such individual. (b) Notwithstanding the foregoing, (i) nothing in Section 6.4(a7.4(a) shall prohibit each Seller or its Affiliates the Shareholders from (A) being a passive owner of not more than five percent (5%) of the outstanding Equity Interests of any Person that is publicly traded, so long as each Seller and its Affiliates the Shareholders have no active participation in the business of such PersonPerson or (B) being a passive owner of the Equity Interests of any Person that is exclusively involved in transportation logistics software, and (ii) nothing in Section 6.4(a)(iii7.4(a)(ii) shall prohibit each Seller or its Affiliates the Shareholders from (A) making general employment solicitations, not specifically directed at employees of the Business or the Company, and hiring any individuals who respond to such solicitations or (B) soliciting, recruiting, or hiring any individual who has not been employed by the Business or the Company for at least six (6) months, so long as each Seller and its Affiliates the Shareholders did not have any contact with such individual in violation of Section 6.4(a)(iii7.4(a)(iii) prior to the end of such individual’s employment with the Business or the Company. (c) Each Seller acknowledges The Shareholders acknowledge and agrees agree that (i) the covenants set forth in this Section 6.4 7.4 are reasonable in geographical and temporal scope and in all other respects, (ii) Purchaser would not have entered into this Agreement and the Related Agreements but for the covenants of such Seller contained herein, (iii) the covenants contained herein have been made in order to induce Purchaser to enter into this Agreement from which such Seller the Shareholders will receive substantial benefit, and (iv) if, at the time of enforcement of the covenants set forth in this Section 6.47.4, a court shall hold that the duration, scope, duration or area scope restrictions stated therein are unreasonable under circumstances then existing or are too onerous and are not necessary for the protection of Purchaser, the Parties agree that the maximum duration, scope, scope or area reasonable under such circumstances shall be instituted for the stated duration, scope, scope or area or that such court may impose lesser restrictions which such court may consider to be necessary or appropriate to properly protect Purchaser. (d) Each Seller agrees The Shareholders agree that the remedies at law for any breach of the provisions of this Section 6.4 7.4 would be inadequate and that, in addition to any other remedies that Purchaser may have, Purchaser shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving actual damages or posting bond. To the extent that any part of this Section 6.4 7.4 may be invalid, illegal or unenforceable for any reason, it is intended that such part shall be enforceable to the extent that a court of competent jurisdiction shall determine that such part, if more limited in scope, would have been enforceable.

Agreement Not to Compete or Solicit. (a) In furtherance of the sale contribution of the Shares Contributed Membership Interests to Purchaser under this Agreement and to more effectively protect the value and goodwill of the Company and the Business represented thereby, each Seller covenants Sellers covenant and agrees agree that, during the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, such Seller Sellers shall not, not and shall cause its Affiliates not to, directly or indirectly: (i) own, manage, operate, control, participate in, consult or perform services for, sell materials to, or otherwise carry on, whether as principal, agent, independent contractor, consultant, partner, or otherwise, any business similar to or competitive with the Business anywhere in the United States (it being acknowledged by each Seller Sellers that the Business has been conducted or is proposed to be conducted throughout such area and such geographic restriction is reasonable and necessary to protect the value and goodwill of the Company and the Business). For the avoidance of doubt, “Business” does not include: (i) auto towing as a sub-hauler for the Purchaser and its Subsidiaries; and (ii) activities in the automobile towing service industry of no more than two (2) passenger automobiles per towing vehicle; (ii) (A) induce or encourage, or attempt to induce or encourage, any customer, vendor, supplier, licensor, licensee, or other business relation of the Company Combining Companies or the Combined Business to cease doing business with the Company Combining Companies or the Combined Business or (B) in any way interfere with the relationship between the Company Combining Companies or the Combined Business on the one hand and any customer, vendor, supplier, licensor, licensee, or other business relation of the Company Combining Companies or the Combined Business on the other hand; or (iii) (A) induce, encourage, solicit or recruit, or attempt to solicit or recruit, any officer, employee, independent contractor, representative, or agent of the Company Combining Companies or any Employee to leave the employ of the Combining Companies or the Combined Business or the Company or (B) hire any such individual. (b) Notwithstanding the foregoing, (i) nothing in Section 6.4(a) shall prohibit each any Seller or its Affiliates from being a passive owner of not more than five percent (5%) of the outstanding Equity Interests of any Person that is publicly traded, so long as each no Seller and its Affiliates have no any active participation in the business of such Person, and (ii) nothing in Section 6.4(a)(iii) shall prohibit each any Seller or its Affiliates from (A) making general employment solicitations, not specifically directed at employees of the Business or the Company, and hiring any individuals who respond to such solicitations or (B) soliciting, recruiting, or hiring any individual who has not been employed by the Business or the Company for at least six (6) months, so long as each no Seller and its Affiliates did not have had any contact with such individual in violation of Section 6.4(a)(iii) prior to the end of such individual’s employment with the Business or the Company. (c) Each Seller acknowledges Sellers acknowledge and agrees agree that (i) the covenants set forth in this Section 6.4 are reasonable in geographical and temporal scope and in all other respects, (ii) Purchaser would not have entered into this Agreement and the Related Agreements but for the covenants of such Seller Sellers contained herein, (iii) the covenants contained herein have been made in order to induce Purchaser to enter into this Agreement from which such Seller Sellers will receive substantial benefit, and (iv) if, at the time of enforcement of the covenants set forth in this Section 6.4, a court shall hold that the duration, scope, or area restrictions stated therein are unreasonable under circumstances then existing or are too onerous and are not necessary for the protection of Purchaser, the Parties agree that the maximum duration, scope, or area reasonable under such circumstances shall be instituted for the stated duration, scope, or area or that such court may impose lesser restrictions which such court may consider to be necessary or appropriate to properly protect Purchaser. (d) Each Seller agrees Sellers agree that the remedies at law for any breach of the provisions of this Section 6.4 would be inadequate and that, in addition to any other remedies that Purchaser may have, Purchaser shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving actual damages or posting bond. To the extent that any part of this Section 6.4 may be invalid, illegal or unenforceable for any reason, it is intended that such part shall be enforceable to the extent that a court of competent jurisdiction shall determine that such part, if more limited in scope, would have been enforceable.

Agreement Not to Compete or Solicit. (a) In furtherance Each Seller understands that Buyer shall be entitled to protect and preserve the going concern value of the sale of the Shares to Purchaser under this Agreement and to more effectively protect the value and goodwill business of the Company to the extent permitted by Law and that Buyer would not have entered into this Agreement absent the Business represented therebyprovisions of this Section 5.03 and, therefore, for a period of five (5) years from the Closing (the “Noncompetition Period”), each Seller covenants and agrees that, during the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, such Seller shall not, and shall cause each of its Affiliates not to, directly or indirectly: (i) ownengage (as an owner, managepartner, operatemember, control, participate in, consult or perform services for, sell materials to, or otherwise carry on, whether as principal, agentshareholder, independent contractor, director, officer, manager, employee, consultant, partneragent, researcher, advisor or otherwise) or otherwise participate in any Competing Business, or otherwiseestablish any new Competing Business, any business similar to or competitive with the Business anywhere in the United States world, including (it being acknowledged by each Seller that the Business has been conducted A) soliciting any customer or is proposed to be conducted throughout such area and such geographic restriction is reasonable and necessary to protect the value and goodwill prospective customer of the Company to purchase any goods or services sold, or being developed, by the Company and (B) assisting any Person in any way to do, or attempt to do, anything prohibited by clause (A) above (in each case, other than in their capacities, and pursuant to their duties, as employees or consultants of the BusinessCompany);; or (ii) (A) induce solicit, recruit or encouragehire any individual that is as of the Closing Date, or attempt was within twelve (12) months prior to induce the Closing Date, an employee or encourage, any customer, vendor, supplier, licensor, licensee, or other business relation independent contractor of the Company or the Business to cease doing business with the Company Buyer or the Business or (B) in any way interfere with the relationship between the Company or the Business on the one hand and any customer, vendor, supplier, licensor, licenseeof their respective Affiliates, or other business relation solicit or encourage any such Person to leave the employment of the Company or the Business on the other hand; or (iii) (A) induce, encourage, solicit or recruit, or attempt to solicit or recruit, any officer, employee, independent contractor, representative, or agent of the Company Buyer or any Employee to leave the employ of the Business or the Company or (B) hire any such individualtheir respective Affiliates. (b) Notwithstanding the foregoing, Section 5.03(a) shall be deemed not breached solely as a result of (i) nothing either Seller serving as an advisory board member of a Person with Bxxxx’s prior written consent (such prior written consent not to be withheld, conditioned or delayed in Section 6.4(abad faith) shall prohibit each Seller or its Affiliates from being a passive owner of not more than five percent (5%) of the outstanding Equity Interests of any Person that is publicly traded, so long as each Seller and its Affiliates have no active participation in the business of such Person, and (ii) nothing in Section 6.4(a)(iii) shall prohibit each the passive ownership by either Seller or any of its Affiliates from (A) making general employment solicitations, not specifically directed at employees of the Business or the Company, and hiring less than an aggregate of 5% of any individuals who respond to such solicitations or (B) soliciting, recruiting, or hiring any individual who has not been employed by the Business or the Company for at least six (6) months, so long as each Seller and its Affiliates did not have any contact with such individual in violation class of Section 6.4(a)(iii) prior to the end stock of such individual’s employment with the Business or the Companya Person. (c) Each In the event of an actual breach or violation by any Seller acknowledges and agrees that (i) the covenants set forth or its Affiliates of a covenant in this Section 6.4 are reasonable in geographical and temporal scope and in all other respects, (ii) Purchaser would not have entered into this Agreement and the Related Agreements but for the covenants of such Seller contained herein, (iii) the covenants contained herein have been made in order to induce Purchaser to enter into this Agreement from which such Seller will receive substantial benefit, and (iv) if, at the time of enforcement of the covenants set forth in this Section 6.4, a court shall hold that the duration, scope, or area restrictions stated therein are unreasonable under circumstances then existing or are too onerous and are not necessary for the protection of Purchaser5.03, the Parties agree that the maximum duration, scope, or area reasonable under such circumstances Noncompetition Period shall be instituted for the stated duration, scope, tolled until such breach or area or that such court may impose lesser restrictions which such court may consider to be necessary or appropriate to properly protect Purchaserviolation has been duly cured. (d) Each Seller agrees and acknowledges that the remedies at law for any breach duration, scope and geographic area of the covenants described in this Section 5.03 are fair, reasonable and necessary in order to protect the Company’s goodwill and other legitimate interests of the Company as those interests exist as of the date hereof. Each Seller understands that the provisions of this Section 6.4 would 5.03 limits the ability of such Seller and its Affiliates to invest in or otherwise be inadequate and that, in addition to any other remedies that Purchaser may have, Purchaser shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving actual damages engaged with or posting bond. To the extent that any part of this Section 6.4 may be invalid, illegal or unenforceable for any reason, it is intended that such part shall be enforceable by a business similar to the extent that a court business of competent jurisdiction shall determine that such part, if more limited in scope, would have been enforceablethe Company.