Common use of Certain Business Matters Clause in Contracts

Certain Business Matters. (a) Following the Effective Time and except as otherwise set forth in any Transaction Agreement, any Party may (i) engage in the same or similar activities or lines of business as any other Party is or in the future may be engaged in and/or (ii) do business, or refrain from doing business, with any potential or actual supplier or customer of such other Party. (b) Each Party agrees that, for a period of 24 months from the Distribution Date, such Party (a “Soliciting Party”) will not solicit for employment any employee of any other Party (a “Protected Party”); provided, however, that it is understood that this employee non-solicitation provision shall not prohibit: (i) generalized solicitations by advertising and the like, which are not directed to specific individuals or employees of the Protected Party; (ii) solicitations of persons whose employment was terminated by the Protected Party; or (iii) solicitations of persons who have terminated their employment with the Protected Party without any prior solicitation by the Soliciting Party. (c) Except as otherwise expressly provided in this Agreement or in any of the Transaction Agreements, during the period from the date hereof through the Distribution Date, neither Post nor any of the other Post Parties shall take (or fail to take, as applicable), without the prior written consent of Ralcorp, any action in connection with their respective businesses or operations that would have a material adverse effect as to their combined financial condition, results of operations or cash flows through the Distribution Date, as compared to the assumptions or results reflected in Post’s fiscal 2012 operating budget presented to the Board of Directors of Ralcorp at its September 22, 2011 meeting, a copy of which has been provided to the Chief Accounting Officer of Ralcorp. The restrictions applicable to the Post Parties under this Section 7.06(c) shall apply to, but not be limited to, the following activities: (i) collection of accounts receivable; (ii) payment of accounts payable or other amounts payable to Third Parties; (iii) accumulation of inventory; (iv) provision of rebates, discounts, advances, allowances or concessions to customers; (v) payment of bonuses or other compensatory amounts to employees or prospective employees; (vi) settlement of or agreement to settle litigation or other legal proceedings involving the making of any cash payment; (vii) payment with respect to capital expenditures other than (A) in the ordinary course of business and (B) consistent with the fiscal 2012 capital expenditures budget previously approved by the Board of Directors of Ralcorp; (viii) entry into or modification, amendment, termination or waiver of any material rights under any Contract involving any payment to be made either to or by any of the Post Parties; (ix) change to any method of accounting or in any accounting policies or procedures; or (x) other action (or failure to take other action) outside the ordinary course of business with a view to or for the purpose or with the effect of reducing the aggregate amount of their cash and cash equivalents on hand as of the Distribution Date. (d) Each of Post and Ralcorp is aware that from time to time certain business opportunities may arise which more than one Party may be financially able to undertake, and which are, from their nature, in the line of more than one Party’s business and are of practical advantage to more than one Party. In connection therewith, the Parties agree that if either Ralcorp or Post acquires knowledge of an opportunity that meets the foregoing standard with respect to more than one Party, neither Ralcorp nor Post shall have any duty to communicate or offer such opportunity to any of the others and may pursue or acquire such opportunity for itself, or direct such opportunity to any other Person.

Certain Business Matters. (a) Following the Effective Time and except as otherwise set forth in any Transaction Operating Agreement, any Party may (i) engage in the same or similar activities or lines of business as any other Party is or in the future may be engaged in and/or (ii) do business, or refrain from doing business, with any potential or actual supplier or customer of such other Party. (b) Each Party agrees that, for a period of 24 months one year from the Distribution Date, such Party (a “Soliciting Party”) will not solicit for employment any employee of any other Party (a “Protected Party”); , provided, however, that it is understood that this employee non-solicitation provision shall not prohibit: (i) any transfers of Delayed Transfer Employees (as defined in the Employee Matters Agreement), in accordance with the Employee Matters Agreement; (ii) generalized solicitations by advertising and the like, which are not directed to specific individuals or employees of the Protected Party; (iiiii) solicitations of persons whose employment was terminated by the Protected Party; or (iiiiv) solicitations of persons who have terminated their employment with the Protected Party without any prior solicitation by the Soliciting Party. (c) Except as otherwise expressly provided in this Agreement or in any of the Transaction Operating Agreements, during the period from the date hereof through the Distribution Date, neither Post Marathon Petroleum nor any of the other Post Marathon Petroleum Parties shall take (or fail to take, as applicable), without the prior written consent of RalcorpMarathon Oil, any action in connection with their respective businesses or operations that would have a material adverse effect as to their combined financial condition, results of operations or cash flows through the Distribution Date, as compared to the assumptions or results reflected in PostMarathon Petroleum’s fiscal 2012 operating budget forecast presented to the Board of Directors of Ralcorp at its September 22May 19, 2011 meetingSupply and Distribution Meeting, a copy of which has been provided to the Chief Accounting Financial Officer of RalcorpMarathon Oil. The restrictions applicable to the Post Marathon Petroleum Parties under this Section 7.06(c7.6(c) shall apply to, but not be limited to, the following activities: (i) collection of accounts receivable; (ii) payment of accounts payable or other amounts payable to Third Partiesthird parties; (iii) accumulation of inventory; (iv) provision of rebates, discounts, advances, allowances or concessions to customers; (v) payment of bonuses or other compensatory amounts to employees or prospective employees; (vi) settlement of or agreement to settle litigation or other legal proceedings involving the making of any cash payment; (vii) payment with respect to capital expenditures other than (A) in the ordinary course of business and (B) consistent with the fiscal 2012 2011 capital expenditures budget previously approved by the Board of Directors of RalcorpMarathon Oil; (viii) entry into or into, modification, amendment, termination or waiver of any material rights under any Contract contract involving any payment to be made either to or by any of the Post Marathon Petroleum Parties; (ix) change to any method of accounting or in any accounting policies or procedures; or (x) other action (or failure to take other action) outside the ordinary course of business with a view to or for the purpose or with the effect of reducing the aggregate amount of their cash and cash equivalents on hand as of the Distribution Date. (d) Each of Post and Ralcorp is aware that from time to time certain business opportunities may arise which more than one Party may be financially able to undertake, and which are, from their nature, in the line of more than one Party’s business and are of practical advantage to more than one Party. In connection therewith, the Parties agree that if either Ralcorp or Post acquires knowledge of an opportunity that meets the foregoing standard with respect to more than one Party, neither Ralcorp nor Post shall have any duty to communicate or offer such opportunity to any of the others and may pursue or acquire such opportunity for itself, or direct such opportunity to any other Person.