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

Agreement Not to Compete or Solicit. (a) 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇) not to, directly or indirectly, own, manage, operate or otherwise engage in any business (a “Competing Business”) that competes with (i) the Products during the period commencing on the Closing Date and expiring on the fourth anniversary of the Closing Date (the “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 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, solicit, influence, entice or encourage any Continuing Employee who at such time is an employee of Purchaser, or any current customer of the Company or the Subsidiary who at such time is a customer of Purchaser, to cease or curtail his or her relationship therewith; provided, however, that the restrictions of this Section 6.8(b) shall not apply to the placement of general advertisements or the use of general search firm services that are not targeted directly or indirectly toward employees or customers of Purchaser. (c) In the event that any covenant contained in this Section 6.8 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then such adjudicating court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product, service and/or other limitations, as applicable, permitted by applicable Law. The covenants contained in this Section 6.8 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, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Agreement Not to Compete or Solicit. (a) The 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, (x) Universal Care Acquisition Partners, LLC, a Seller (“UCAP”), covenants and agrees that it that, during the period beginning on the Closing Date and ending on the second (2nd) anniversary of the Closing Date, UCAP shall not, and it shall cause each of its Affiliates not to, directly or indirectly, and (which, solely for purposes of this Section 6.8, shall exclude y) ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇) not to▇▇, directly or indirectlyeach a Seller (collectively, own, manage, operate or otherwise engage in any business (a the “Competing BusinessDavis Sellers”) that competes with (i) the Products covenant and agree that, during the period commencing beginning on the Closing Date and expiring ending on the fourth fifth (5th) anniversary of the Closing Date (the “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 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 PeriodClosing, the Company agrees that it Davis Sellers shall not, and it shall cause each of its or their Affiliates not to, directly or indirectly: (i) own, solicitmanage, influenceoperate, entice control, participate in, consult or encourage any Continuing Employee who at such time is an employee of Purchaserperform services for, or otherwise carry on, whether as principal, agent, independent contractor, consultant, partner, or otherwise, any current customer business competitive with the Business (including with respect to all offerings and products of the Business, including but not limited to individual and family products offered on and off of the Covered California exchange ) as conducted or contemplated to be conducted as of or before the Closing Date in any of the counties of Fresno, Imperial, Los Angeles, ▇▇▇▇, Kings, Orange, Riverside, San Bernardino, San Diego, San Mateo, Santa ▇▇▇▇▇, Tulare, San Francisco, Madera, Sacramento and Yolo, located in the State of California (it being expressly acknowledged by such Seller in its capacity as a seller that such area is relevant to the conduct of the Business and such geographic and time 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 Subsidiary who at such time is a customer of Purchaser, Company to cease doing business with the Company or curtail his (B) in any way interfere with the relationship between the Company and any customer, vendor, supplier, licensor, licensee, or her relationship therewithother business relation of the Company; providedor (iii) solicit or recruit, howeveror attempt to solicit or recruit, that any officer, employee, representative, or agent of the restrictions Company to leave the employ of this Section 6.8(b) shall not apply to the placement of general advertisements or the use of general search firm services that are not targeted directly or indirectly toward employees or customers of PurchaserCompany. (cb) In Notwithstanding the event that foregoing, (i) so long as, during the period beginning on the Closing Date and ending on the second (2nd) anniversary of the Closing Date, neither UCAP nor any covenant contained of its Affiliates secures a license from the DMHC pursuant to the ▇▇▇▇-▇▇▇▇▇ Act to operate a full service health care service plan, or otherwise owns, operates and/or controls such full service health care service plan (other than a “restricted health care service plan” as defined in this §1300.49(a) of Title 28 of the California Code of Regulations), nothing in Section 6.8 should ever be adjudicated to exceed 8.4(a)(i) shall prohibit or otherwise restrict UCAP and/or any of its Affiliates from, without limitation, (A) owning, managing, operating, controlling, participating in, consulting or performing services for, or otherwise carrying on, whether as principal, agent, independent contractor, consultant, partner, or otherwise, any form of managed care services business, including, without limitation, one or more “restricted health care service plans” as defined in §1300.49(a) of Title 28 of the timeCalifornia Code of Regulations and/or through ownership of the Non-Cash Consideration, geographicaccountable care organizations, product medical groups, independent physician practice associations, hospitals and/or other healthcare providers, or (B) contracting with health plans, hospitals and/or other healthcare providers on a risk or fee-for-service basis for any line of business, including, without limitation, Medicare, Medi-Cal and commercial; and (ii) nothing in Section 8.4(a)(ii) or other limitations permitted by applicable Law in any jurisdictionSection 8.4(a)(iii) shall prohibit UCAP, then such adjudicating court is expressly empowered to reform such covenantthe Davis Sellers or their respective Affiliates from (A) making general employment solicitations, not specifically directed at employees of the Company, and hiring any individuals who respond to such covenant shall be deemed reformedsolicitations or (B) soliciting, recruiting, or hiring any individual who has not been employed by the Company for at least six (6) months, so long as such Seller and its Affiliates did not have any contact with such individual in such jurisdiction violation of Section 8.4(a)(ii) or Section 8.4(a)(iii) prior to the maximum time, geographic, product, service and/or other limitations, as applicable, permitted by applicable Law. The covenants contained in this Section 6.8 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability end of any such covenant or provision as written shall not invalidate or render unenforceable individual’s employment with the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdictionCompany.

Agreement Not to Compete or Solicit. (a) The Company agrees that it shall notIn order to assure Buyer the complete benefit of the ownership of the Assets and the Business, and it shall cause each Seller covenants that, for a period of its Affiliates (whichfive full years after the Closing Date, solely for purposes none of this Section 6.8Seller, shall exclude Alpha Technologies Group, Inc., ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or any of their Affiliates, during such time as they are Affiliates, shall themselves or through any member of their immediate family: (i) not to, directly or indirectly, own, manage, operate or otherwise engage in any a business similar to that of the Business as of the date of this Agreement (a “"Competing Business”"), anywhere in the world whether such engagement shall be as owner, partner, agent, consultant or shareholder (except as the holder of not more than five percent (5%) of the outstanding shares of a corporation whose stock is listed on any national or regional securities exchange or reported by the National Association of Securities Dealers Automated Quotation System or any successor thereto); (ii) solicit the employment of or hire any person while such person is in the employ of Parent, Buyer or their Affiliates; (iii) solicit any Person who is a customer of the Business at the Closing Date for purposes of selling to such customer any product that competes with (i) the Products during the period commencing on the Closing Date and expiring on the fourth anniversary of the Closing Date (the “Restricted Period”), and (ii) any product made by the Business during the period commencing on the Closing Date and expiring on the second anniversary as of the Closing Date; (iv) induce or attempt to induce any individual, business, corporation, firm, partnership or other business entity that is a customer or supplier to Parent or Buyer or any distributor or seller of products of Parent or Buyer, or that is otherwise a contracting party with Parent or Buyer, to terminate or otherwise adversely change or cancel any written or oral agreement with Parent or Buyer; or (v) assist any other Person to be so engaged. Seller acknowledges that the periods of restriction, the geographical areas of restriction and the restraints imposed by the provisions of this Section 5.4 are fair and reasonably required for the protection of Buyer. In the event that any of the provisions of this Section 5.4 relating to the geographic areas of restriction or the periods of restriction shall be deemed to exceed the maximum area or period of time which a court of competent jurisdiction would deem enforceable, the geographic areas and times shall, for the purposes of this Agreement, be deemed to be the maximum areas or time periods which a court of competent jurisdiction would deem valid and enforceable in any state in which such court of competent jurisdiction shall be convened. Seller acknowledges that any breach of its obligations under this Section 5.4 may result in irreparable injury to Parent and Buyer, for which Parent and Buyer may not have an adequate remedy at law. In the event of any such breach, Parent and Buyer may, in its sole discretion and in addition to any other remedies available to it, bring an action or actions against Seller for injunctive relief, specific performance or both, and have entered a temporary restraining order, preliminary or permanent injunction, or order compelling specific performance. Notwithstanding the foregoing, subject to Section 5.9 hereof, the restrictions set forth above shall not be applicable to the manufacture and sale by the Microdot division of Seller ("Microdot") (or any transferee of such business) of hermetic connectors of the types described in Section 5.4 of the Seller Disclosure Schedule or derivative of, or replacements for, such products; provided, however, that it in no event shall not be a violation of this Section 6.8(a) for the Company Seller or any of its Affiliates to glass-to- metal seal (whermetically seal) beneficially and passively own any stock (connector 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 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 Agreementproduct. (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, solicit, influence, entice or encourage any Continuing Employee who at such time is an employee of Purchaser, or any current customer of the Company or the Subsidiary who at such time is a customer of Purchaser, to cease or curtail his or her relationship therewith; provided, however, that the restrictions of this Section 6.8(b) shall not apply to the placement of general advertisements or the use of general search firm services that are not targeted directly or indirectly toward employees or customers of Purchaser. (c) In the event that any covenant contained in this Section 6.8 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then such adjudicating court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product, service and/or other limitations, as applicable, permitted by applicable Law. The covenants contained in this Section 6.8 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, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Agreement Not to Compete or Solicit. (a) The Company agrees Seller, on behalf of itself and its Subsidiaries, understands that it Purchaser shall be entitled to protect and preserve the going concern value of the Business to the extent permitted by Law and not otherwise provided pursuant to this Agreement and that Purchaser Back to Contents would not haveentered into this Agreement absent the provisions of this Section 5.2 and, therefore, for a period of three (3) years from and after the Closing Date, Seller shall not, and it shall cause each of its Affiliates (which, solely for purposes of this Section 6.8, shall exclude ▇▇▇▇▇ ▇▇▇▇▇▇▇) Subsidiaries not to, directly or indirectlyindirectly (including by way of license of any Licensed Intellectual Property), (i) engage in the design, development, marketing, production or sale of any product that has the same or similar specification or functionality as a Module Product, including enhancements, derivatives, modifications, evolutions or combinations of or with a Module Product for use in the Field (“Competitive Products”) or (ii) acquire, own, invest in, manage, operate or otherwise participate in any manner in the ownership, financing, management or operation of any business that engages or intends to engage in the Field anywhere in the world, or (iii) utilize its knowledge of the Business or its relationships with customers, suppliers or others to engage or facilitate others to engage in any facet of business within the Field anywhere in the world; provided, however, that neither the non-compete obligations set forth in this Section 5.2(a), nor any other provision of this Agreement, shall prohibit Seller and its Subsidiaries from (i) using the Licensed Intellectual Property or otherwise engaging in business outside of the Field; or (ii) selling, developing, designing, marketing or manufacturing Consumer Electronics and Communications Products or devices for incorporation into Consumer Electronics and Communications Products. (b) Purchaser, on behalf of itself and its Subsidiaries, for three (3) years from and after the Closing Date, shall not practice or use the Assigned Intellectual Property or the Licensed Intellectual Property to engage in a business (a “Competing Business”) that competes with the Seller’s Restricted Business. Notwithstanding the foregoing, in the event Purchaser (i) the Products purchases or acquires a Competing Business that during the [. . .] period commencing on immediately proceeding the Closing Date and expiring on the fourth anniversary consummation of the Closing Date (the “Restricted Period”), and such transaction [. . .] or (ii) [. . .], this covenant set forth in this Section 5.2(b) shall terminate upon closing of such transaction. (c) From and after the Business during the date hereof and for a period commencing on the Closing Date and expiring on the second anniversary of twenty-four (24) months after the Closing Date, Seller shall not and shall not suffer or permit any of its Subsidiaries to directly or indirectly solicit, recruit, hire (whether as an employee or a consultant) or attempt to hire any of the Purchaser Employees or UK Purchaser Employees; provided, however, that it Seller and its Subsidiaries shall not be restricted from hiring any Purchaser Employee or UK Purchaser Employee who is terminated by Purchaser or its Subsidiaries due to redundancy or a violation reduction in force. (d) Seller 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. It is the intention of the parties that the provisions of this Section 6.8(a) for be enforced to the Company or any fullest extent permissible under the Laws and policies of its Affiliates to (w) beneficially each jurisdiction in which enforcement may be sought, and passively own any stock that the unenforceability (or other equity interest convertible into stockthe modification to conform to such Laws or policies) of any corporation listed on a national securities exchange that invests in, manages or operates a Competing Business, in each case, provided that such 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, solicit, influence, entice or encourage any Continuing Employee who at such time is an employee of Purchaser, or any current customer of the Company or the Subsidiary who at such time is a customer of Purchaser, to cease or curtail his or her relationship therewith; provided, however, that the restrictions provisions of this Section 6.8(b) shall not apply to render unenforceable, or impair, the placement remainder of general advertisements or the use provisions of general search firm services that are not targeted directly or indirectly toward employees or customers this Section. Accordingly, if any provision of Purchaser. (c) In the event that any covenant contained in this Section 6.8 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then such adjudicating court is expressly empowered to reform such covenant, and such covenant shall be deemed reformeddetermined to be invalid or unenforceable, in such jurisdiction to the maximum time, geographic, product, service and/or other limitations, as applicable, permitted by applicable Law. The covenants contained in this Section 6.8 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, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable be deemed to apply only with respect to the operation of such covenant or provision in the particular jurisdiction in which such determination is made and not with Back to Contents respect to any other provision or jurisdiction. Seller and Purchaser hereby acknowledge and agree that the covenants set forth in this Section 5.2 are part of the consideration given for this Agreement and are reasonable and necessary in terms of time, area and line of business to protect the legitimate business interests of Purchaser and its Seller and their respective Subsidiaries and Affiliates, which include the interests of each Party and their respective Subsidiaries and Affiliates to protect (i) valuable confidential business information, (ii) substantial relationships with customers worldwide, and (iii) customer goodwill. Each of Seller and Purchaser, on behalf of itself and its Subsidiaries, expressly authorizes the enforcement of the covenants set forth in this Section 5.2 by the other party, the permitted assigns of said other party and any successors of said other Party. (e) The parties hereto hereby acknowledge and agree that any remedy at Law for any breach of the provisions of this Section would be inadequate, and Seller and Purchaser hereby consents to the granting by any court of an injunction or other equitable relief, without the necessity of actual monetary loss being proved or any bond or similar security being posted, in order that the breach or threatened breach of such provisions may be effectively restrained.

Agreement Not to Compete or Solicit. (a) The Company Each of the Sellers, on their own behalf and on behalf of each of their respective Affiliates (each, a “Restricted Person”), agrees that it a portion of the Purchase Price is being paid to compensate the Sellers for the compliance of the non-compete obligation provided in this Section 6.7. In this regard, each such Restricted Person shall not, for the period of three (3) years from and it shall cause each after the date when such Seller ceases to be employed with any of its Affiliates (which, solely for purposes of this Section 6.8, shall exclude ▇▇▇▇▇ ▇▇▇▇▇▇▇) not tothe Group Companies, directly or indirectly, ownthrough an Affiliate or otherwise, manageeither for its own benefit or for the benefit of any other Person without the prior written consent of the Purchaser, operate or otherwise which consent may be withheld by the Purchaser in its sole discretion, engage in any business (a “Competing Business”) that competes with any of the Group Companies in any manner or capacity (e.g., through any form of ownership, lending relationship, or as an advisor, principal, agent, partner, officer, director, employee, employer, consultant, member of any association or otherwise) in the PRC or any of the other jurisdictions identified on Schedule 6.7(a) attached hereto (such jurisdictions together with the PRC, the “Restricted Jurisdictions”). Ownership by a Restricted Person, as a passive investment, in the aggregate of less than five per cent (5%) of the outstanding shares or other equity interests of capital stock of any corporation or other entity listed on a national securities exchange in any Restricted Jurisdiction or publicly traded on any nationally recognized over the counter market in any Restricted Jurisdiction shall not constitute a breach of this Section 6.7(a). (b) No Restricted Person or any of their Affiliates shall at any time, without the prior written consent of the Purchaser, (i) the Products during the period commencing on the Closing Date and expiring on the fourth anniversary directly or indirectly attempt to hire away any then-current employee of the Closing Date (the “Restricted Period”)either Purchaser, and any Group Company or any of their respective Affiliates, (ii) the Business during the period commencing on the Closing Date and expiring on the second anniversary hire or persuade any such employee to leave employment with such Purchaser, any Group Company or any of the Closing Dateits Affiliates; provided, however, that it shall not be a violation such Restricted Person may hire any individual who applies for employment without prior solicitation (other than by means of this Section 6.8(aan advertisement directed towards the general public), or (iii) for directly or indirectly solicit, divert, or take away, or attempt to solicit, divert or take away, the business of any Person with whom either the Purchaser, any Group Company or any of their respective Affiliates has established or is a business or customer relationship. (c) Each Restricted Person acknowledges that it would be difficult to fully compensate the Purchaser or its Affiliates to (w) beneficially and passively own for Damages resulting from any stock (or other equity interest convertible into stock) breach by such Restricted Person of the provisions of this Section 6.7. Accordingly, in the event of any corporation listed on a national securities exchange that invests inactual or threatened breach of such provisions, manages or operates a Competing Businessthe Purchaser and its Affiliates shall, in each caseaddition to any other remedies which it may have, provided be entitled to receive interim, emergency, preliminary, temporary and/or permanent injunctive relief from any court of competent jurisdiction to enforce such provisions and recover attorneys’ fees and costs for the same, and such relief may be granted without the necessity of proving actual Damages or the inadequacy of money Damages, or posting bond. Each Restricted Person further acknowledges that such stock (or stock obtained upon conversion the geographic boundaries, scope of such other equity interests) represents less than five percent prohibited activities and the time duration of the outstanding capital stock provisions of such Person, (x) acquire (this Section 6.7 are reasonable and thereafter continue are no broader than are necessary to own) all or a majority protect the legitimate business interests of the stock or assets Purchaser including the ability of the Purchaser to realize the benefit of its bargain and enjoy the goodwill of Group Companies. For the avoidance of any doubt, the covenants and obligations of each Restricted Person that derived less than five percent of its annual consolidated revenues under this Section 6.7 are in addition to and independent 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 productscompete and non-solicitation obligations that are provided under any employment agreement (if any) entered into between such Restricted Person and a Group Company, or (z) consummate and shall not be subject to the limitations applicable to any of such employment agreements. Each Restricted Person further acknowledges that this Section 6.7 constitutes a material inducement to the Purchaser to complete the transactions contemplated by this Agreement and comply with the terms Purchaser will be relying on the enforceability of this Section 6.7 in completing such transactions contemplated by 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, solicit, influence, entice or encourage any Continuing Employee who at such time is an employee of Purchaser, or any current customer of the Company or the Subsidiary who at such time is a customer of Purchaser, to cease or curtail his or her relationship therewith; provided, however, that the restrictions of this Section 6.8(b) shall not apply to the placement of general advertisements or the use of general search firm services that are not targeted directly or indirectly toward employees or customers of Purchaser. (c) In the event that any covenant contained in this Section 6.8 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then such adjudicating court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product, service and/or other limitations, as applicable, permitted by applicable Law. The covenants contained in this Section 6.8 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, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.