Common use of Covenant Not to Compete and Related Covenants Clause in Contracts

Covenant Not to Compete and Related Covenants. (a) To further ensure that Buyer receives the expected benefits of acquiring the Interests, each Seller agrees that, throughout the period that begins on the date hereof and ends on the fifth anniversary of the Closing Date (the “Non-Compete Period”), it will not, and each Seller will cause each of the Seller’s Affiliates not to, directly or indirectly: (1) own, operate, be a partner, stockholder, co-venturer or otherwise invest in, lend money to, consult with, manage or render services to, act as agent for, license any intellectual property to, or acquire or hold any interest in, any Person that conducts any gaming or related operations (or develops, constructs or finances any facility for gaming or related operations) located within 125 miles of the Firekeepers Casino; provided that nothing herein prohibits any Seller or any of Seller’s Affiliates from owning or holding less than 1% of the outstanding shares of any class of stock that is regularly traded on a recognized domestic or foreign securities exchange or over-the-counter market; [***]; [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted parties. (2) employ or attempt to employ any individual who is now or later becomes a director, officer or manager-level or above employee of Firekeepers Casino, Buyer or the Tribe, or otherwise interfere with or disrupt any such employment relationship (contractual or other) of Firekeepers Casino, Buyer or the Tribe, except that nothing herein prohibits any Seller or an Affiliate of any Seller from any (A) general solicitation for employment (including in any newspaper or magazine, over the internet or by any search or employment agency) if not specifically directed towards any employee of Firekeepers Casino, Buyer or the Tribe or (B) hiring of any individual where the initial contact with such individual regarding such hiring primarily arose from (x) any such general solicitation or (y) initial contact by such individual that was unsolicited by any Seller or any Affiliate of any Seller; or (3) criticize or disparage in any manner or by any means (whether written or oral, express or implied) the Firekeepers Casino, Buyer, the Tribe, or any Affiliate of Buyer or the Tribe or any aspect of the Firekeepers Casino’s, Buyer’s or the Tribe’s or any of their Affiliates’ management, policies, operations, products, services, practices or personnel. (b) Sellers specifically acknowledge and agree that (1) Buyer has refused to enter into this Agreement in the absence of this Section 5.9 and (2) breach of this Section 5.9 will harm Buyer to such an extent that monetary damages alone would be an inadequate remedy and Buyer would not have an adequate remedy at law. Therefore, in the event of a breach by any Seller of this Section 5.9, (A) Buyer (in addition to all other remedies Buyer may have) will be entitled to an injunction and other equitable relief (without posting any bond or other security) restraining any Seller and its Affiliates (as applicable) from committing or continuing such breach and to enforce specifically this Agreement and its terms and (B) for any Seller and its Affiliates (as applicable), the duration of the Non-Compete Period will be extended beyond its then-scheduled termination date for a period equal to the duration of such breach. (c) Buyer agrees that (subject to the other terms of this Section 5.9), throughout the Non-Compete Period, it will not, and it will cause each of its Affiliates not to, directly or indirectly criticize or disparage in any manner or by any means (whether written or oral, express or implied) the Company or any Affiliate of the Company or the Sellers, or any aspect of the Company’s or Sellers’ or any of their Affiliates’ management, policies, operations, products, services, practices or personnel.

Covenant Not to Compete and Related Covenants. (a) To During the term of this Agreement and throughout any further ensure that Buyer receives the expected benefits of acquiring the Interests, each Seller agrees that, throughout the period that begins on the date hereof and ends on the fifth anniversary he is an officer or employee of the Closing Date (Corporation and the “Non-Compete Period”), it will notBank, and each Seller will cause each of for the Seller’s Affiliates not to, directly or indirectlylonger of: (1i) ownA period of twenty-four (24) months from and after the date that the Executive is, operatefor any reason, be a partner, stockholder, co-venturer or otherwise invest in, lend money to, consult with, manage or render services to, act as agent for, license any intellectual property to, or acquire or hold any interest in, any Person that conducts any gaming or related operations (or develops, constructs or finances any facility for gaming or related operations) located within 125 miles of no longer employed by the Firekeepers Casino; provided that nothing herein prohibits any Seller or any of Seller’s Affiliates from owning or holding less than 1% of Corporation and the outstanding shares of any class of stock that is regularly traded on a recognized domestic or foreign securities exchange or over-the-counter market; [***]; [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted parties. (2) employ or attempt to employ any individual who is now or later becomes a director, officer or manager-level or above employee of Firekeepers Casino, Buyer or the Tribe, or otherwise interfere with or disrupt any such employment relationship (contractual or other) of Firekeepers Casino, Buyer or the Tribe, except that nothing herein prohibits any Seller or an Affiliate of any Seller from any (A) general solicitation for employment (including in any newspaper or magazine, over the internet or by any search or employment agency) if not specifically directed towards any employee of Firekeepers Casino, Buyer or the Tribe or (B) hiring of any individual where the initial contact with such individual regarding such hiring primarily arose from (x) any such general solicitation or (y) initial contact by such individual that was unsolicited by any Seller or any Affiliate of any SellerBank; or (3ii) criticize or disparage in any manner or A period of twenty-four (24) months from the date of entry by any means (whether written or oral, express or implied) the Firekeepers Casino, Buyer, the Tribe, or any Affiliate a court of Buyer or the Tribe or any aspect competent jurisdiction of the Firekeepers Casino’s, Buyer’s or the Tribe’s or any of their Affiliates’ management, policies, operations, products, services, practices or personnel. (b) Sellers specifically acknowledge and agree that (1) Buyer has refused to enter into a final judgment enforcing this Agreement in the absence of this Section 5.9 and (2) breach of this Section 5.9 will harm Buyer to such an extent that monetary damages alone would be an inadequate remedy and Buyer would not have an adequate remedy at law. Therefore, covenant in the event of a breach by the Executive, the Executive covenants and agrees that he will not directly or indirectly either as a principal, agent, employee, employer, stockholder, co-partner or in any Seller other individual or representative capacity whatsoever (x) engage in a business that provides Competitive Services (as defined below) anywhere within a twenty (20) mile radius of the principal executive offices of the Corporation or the Bank or within twenty (20) miles of any banking office operated by the Bank in any capacity that includes any of the significant responsibilities held or significant activities engaged in by the Executive while employed with the Corporation and the Bank, or (y) solicit, or assist any other person or business entity in soliciting any Customers (as defined below) to become customers of any other business entity providing Competitive Services, or (z) induce any individuals to terminate their employment with the Corporation, the Bank or any Affiliate. Notwithstanding the foregoing, the Executive may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any business enterprise (but without otherwise participating in the activities of such enterprise) that provides such Competitive Services and whose securities are listed on any national or regional securities exchange or have been registered under Section 12 of the Exchange Act. The Executive obligations under this Section 9 shall terminate on the date a Change of Control occurs. (b) The parties intend that the covenants and restrictions in this Section 9 be enforceable against the Executive regardless of the reason that his employment by the Corporation and the Bank may terminate. The existence of any claim or cause of action by the Executive against the Corporation or the Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation or the Bank of the restrictive covenants set forth in Sections 8 and 9 of this Section 5.9, (A) Buyer (in addition to all other remedies Buyer may have) will be entitled to an injunction and other equitable relief (without posting any bond or other security) restraining any Seller and its Affiliates (as applicable) from committing or continuing such breach and to enforce specifically this Agreement and its terms and (B) for any Seller and its Affiliates (as applicable), the duration of the Non-Compete Period will be extended beyond its then-scheduled termination date for a period equal to the duration of such breachAgreement. (c) Buyer agrees that (subject to the other terms For purposes of this Section 5.9)Agreement, throughout the Non-Compete Periodterm “Competitive Services” means providing financial products and services, it will notwhich includes offering one or more of the following services and products: depository accounts, consumer and commercial lending, residential and commercial mortgage lending, cash management services, trust and estate administration, asset management, and it will cause each of its Affiliates not toany other business in which the Corporation, directly or indirectly criticize or disparage in any manner or by any means (whether written or oral, express or implied) the Company Bank or any Affiliate is engaged and in which the Executive is significantly engaged at the time of termination of his employment; and the term “Customer” means any individual or entity to whom or to which the Corporation, the Bank or an Affiliate provided Competitive Services within two (2) years before the date on which the Executive’s employment terminates. (d) The Executive agrees that the covenants in this Section 9 are reasonably necessary to protect the legitimate interests of the Company or Corporation and the SellersBank, or any aspect are reasonable with respect to the time and territory and do not interfere with the interests of the Companypublic. The Executive further agrees that the descriptions of the covenants contained in this Section 9 are sufficiently accurate and definite to inform the Executive of the scope of the covenants. Finally, the Executive agrees that the consideration set forth in this Agreement is full, fair and adequate to support the Executive’s obligations hereunder and the rights of the Corporation and the Bank hereunder. The Executive acknowledges that in the event the Executive’s employment with the Corporation and the Bank is terminated for any reason, the Executive will be able to earn a livelihood without violating such covenants. (e) The parties have attempted to limit the Executive’s right to compete only to the extent necessary to protect the Corporation and the Bank from unfair competition. The parties recognize, however, that reasonable people may differ in making such a determination. Accordingly, the parties intend that the covenants contained in this Section 9 to be completely severable and independent, and any invalidity or Sellers’ unenforceability of any one or more such covenants will not render invalid or unenforceable any one or more of their Affiliates’ managementthe other covenants. The parties further agree that, policiesif the scope or enforceability of a covenant contained in this Section 9 is in any way disputed at any time, operations, products, services, practices a court or personnelother trier of fact may modify and reform such provision to substitute such other terms as are reasonable to protect the legitimate business interests of the Corporation and the Bank.

Covenant Not to Compete and Related Covenants. (a) To further ensure that Buyer receives the expected benefits of acquiring the Company Interests, each Seller agrees thatthat (subject to the other terms of this Section 6.6), throughout the period that begins on at the date hereof Effective Time and ends on the fifth anniversary of the Closing Date (the “Non-Compete Period”), it each Seller will not, and each Seller will cause each Affiliate of the Seller’s Affiliates each Seller not to, directly or indirectly: (1) own, operate, be a partner, stockholderequity holder, co-venturer or otherwise invest in, lend money to, consult with, manage or render services to, act as agent for, license any intellectual property Intellectual Property to, or acquire or hold any interest in, any Person that conducts any gaming or related operations (or developsengages in the Business anywhere in the world, constructs or finances any facility for gaming or related operations) located within 125 miles of the Firekeepers Casino; provided except that nothing herein prohibits any Seller or any Affiliate of Seller’s Affiliates any Seller from owning or holding less than 15% of the outstanding shares of any class of stock that is regularly traded on a recognized domestic or foreign securities exchange or over-the-counter market; [***]; [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted parties.; (2) employ or attempt to employ any individual who is now or later becomes a director, officer or manager-level or above employee of Firekeepers Casino, Buyer or the Tribe, Employee or otherwise interfere with or disrupt any such employment relationship (contractual or other) of Firekeepers Casinothe Company, Buyer or any of their Affiliates with such Employee; provided, however, that the Tribe, except that nothing herein prohibits any Seller or foregoing restrictions shall not apply to an Affiliate of any Seller from any Employee who (A) general solicitation for employment (including in any newspaper or magazine, over is terminated by the internet or by any search or employment agency) if not specifically directed towards any employee of Firekeepers CasinoCompany, Buyer or the Tribe their Affiliates or (B) hiring resigns from the employment of any individual where the initial contact with Company, Buyer or their Affiliates, provided, in each case, that at least six or more months have passed since such individual regarding such hiring primarily arose from (x) any such general solicitation Employee’s termination or (y) initial contact by such individual resignation; provided, further, and notwithstanding the foregoing, that was unsolicited by if any Seller or any Affiliate of their Affiliates hires any Sellerindividual identified on Exhibit 6.6(a)(2) at any time before three (3) years following such Employee’s termination or resignation, then such Seller involved in such hiring shall pay Buyer three times such individual’s salary at such time; or (3) solicit, request, advise or induce any then-current or potential customer, supplier or other business contact of the Company, Buyer or any of their Affiliates, or any of the foregoing, in each case, to whom the Company provided products or services (or solicited to do the same) during the 36-month period immediately preceding the Closing, to cancel, curtail or otherwise adversely change its business or relationship with the Company, Buyer or any of their Affiliates. (b) To further ensure that Buyer receives the expected benefits of acquiring the Company Interests, each Seller agrees that (subject to the other terms of this Section 6.6), at all times after the Effective Time, each Seller will not, and each Seller will cause its Affiliates not to, directly or indirectly, criticize or disparage in any manner or by any means (whether written or oral, express or implied) the Firekeepers CasinoCompany, Buyer, the Tribe, Buyer or any Affiliate of Buyer or the Tribe their Affiliates or any aspect of the Firekeepers CasinoCompany’s, Buyer’s or the Tribe’s or any of their Affiliates’ management, Affiliates policies, operations, products, services, services practices or publicly identified management or personnel. Notwithstanding the foregoing, nothing in this Section 6.6 shall prohibit any Seller from conferring in confidence with such Seller’s advisors, making truthful statements or communications as required by Applicable Law, making statements or communications in good faith in connection with, or in furtherance of, exercising such Seller’s rights under this Agreement, or as permitted under Section 6.3(b). (bc) Sellers Each Seller specifically acknowledge acknowledges and agree agrees that (1) this Section 6.6 is reasonable and necessary to ensure that Buyer receives the expected benefits of acquiring the Company Interests, (2) Buyer has refused to enter into this Agreement in the absence of this Section 5.9 6.6 and (23) breach of this Section 5.9 6.6 will harm Buyer to such an extent that monetary damages alone would be an inadequate remedy and Buyer would not have an adequate remedy at law. Therefore, in the event of a breach by any Seller of this Section 5.96.6, as determined by a court of competent jurisdiction, (A) Buyer (in addition to all other remedies Buyer may have) will be entitled to seek an injunction and other equitable relief (without posting any bond or other security) restraining any Seller and its Affiliates (as applicable) from committing or continuing such breach and to enforce specifically this Agreement and its terms and (B) for any Seller and its Affiliates (as applicable), the duration of the Non-Compete Period will be extended beyond its then-scheduled termination date for a period equal to the duration of such breach. (c) Buyer agrees that (subject to the other terms of this Section 5.9), throughout the Non-Compete Period, it will not, and it will cause each of its Affiliates not to, directly or indirectly criticize or disparage in any manner or by any means (whether written or oral, express or implied) the Company or any Affiliate of the Company or the Sellers, or any aspect of the Company’s or Sellers’ or any of their Affiliates’ management, policies, operations, products, services, practices or personnel.

Covenant Not to Compete and Related Covenants. (a) To further ensure that Buyer receives the expected benefits of acquiring the InterestsBusiness, each Seller of the Company, HTL, Xxxxx, Xxxxxxx Xxxxxxxxxx and Xxxxx Xxxxxxxxxx (the “Non-Compete Parties”) agrees thatthat (subject to the other terms of this Section 5.8), throughout the period that begins on at the date hereof Effective Time and ends on the fifth third anniversary of the Closing Date (the “Non-Compete Period”), it the Non-Compete Parties will not, and each Seller the Non-Compete Parties will cause each Affiliate of each of the Seller’s Affiliates Non-Compete Parties not to, directly or indirectly:, (1) own, operate, be a partner, stockholder, co-venturer or otherwise invest in, lend money to, consult with, manage or render services to, act as agent for, license any intellectual property Intellectual Property to, or acquire or hold any interest in, any Person that conducts any gaming sells, markets or related operations (or developsprovides electronic data interchange to third parties anywhere in the world, constructs or finances any facility for gaming or related operations) located within 125 miles of the Firekeepers Casino; provided except that nothing herein prohibits any Seller of the Non-Compete Parties or any Affiliate of Seller’s Affiliates any of the Non-Compete Parties from owning or holding less than 1% of the outstanding shares of any class of stock that is regularly traded on a recognized domestic or foreign securities exchange or over-the-counter market; [***]; [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted parties.; (2) employ or attempt to employ any individual (provided that each of Xxxxxxx Xxxxxxxxxx and Xxxxx Xxxxxxxxxx may employ himself or the other, including through the Company, HTL or Xxxxx or any other entity owned by him or the other, as applicable; provided further, however, that neither Xxxxxxx Xxxxxxxxxx nor Xxxxx Xxxxxxxxxx may employ the other (other than through the Company), including through HTL or Xxxxx or any other entity owned by him or the other, as applicable, throughout the period that begins on the Effective Time and ends eighteen months after the Closing Date) who is now or later becomes a director, officer or manager-level or above employee of Firekeepers Casino, Buyer or the Tribe, of any Affiliate of Buyer or otherwise interfere with or disrupt any such employment relationship (contractual or other) of Firekeepers Casino, Buyer or the Tribe, except that nothing herein prohibits of any Seller or an Affiliate of any Seller from any Buyer (provided, someone who first serves as a director, officer or employee of a Non-Compete Party and who later becomes a director, officer or employee of Buyer will not constitute a breach of this covenant); (3) (A) general solicitation for employment (including in solicit, request, advise or induce any newspaper then-current or magazinepotential customer, over the internet supplier or by any search or employment agency) if not specifically directed towards any employee other business contact of Firekeepers Casino, Buyer or the Tribe of any Affiliate of Buyer to cancel, curtail or otherwise adversely change its business or relationship with Buyer or of any Affiliate of Buyer or (B) hiring of any individual where fail to refer all material customer inquiries relating to the initial contact with such individual regarding such hiring primarily arose from (x) any such general solicitation or (y) initial contact by such individual that was unsolicited by any Seller or any Affiliate of any SellerBusiness to Buyer; or (34) criticize or disparage in any manner or by any means (whether written or oral, express or implied) the Firekeepers Casino, Buyer, the Tribe, Buyer or any Affiliate of Buyer or the Tribe or any aspect of the Firekeepers Casino’s, Buyer’s or the Tribe’s or any of their Affiliates’ Buyer’s Affiliate’s management, policies, operations, products, services, practices or personnel. (b) Sellers Each of the Non-Compete Parties specifically acknowledge acknowledges and agree agrees that (1) this Section 5.8 is reasonable and necessary to ensure that Buyer receives the expected benefits of acquiring the Business, (2) Buyer has refused to enter into this Agreement in the absence of this Section 5.9 5.8 and (23) breach of this Section 5.9 5.8 will harm Buyer to such an extent that monetary damages alone would be an inadequate remedy and Buyer would not have an adequate remedy at law. Therefore, in the event of a breach by any Seller of the Non-Compete Parties of this Section 5.95.8, (A) Buyer (in addition to all other remedies Buyer may have) will be entitled to seek an injunction and other equitable relief (without posting any bond or other security) restraining any Seller and its Affiliates of the Non-Compete Parties (as applicable) from committing or continuing such breach and to enforce specifically this Agreement and its terms and (B) for any Seller and its Affiliates of the Non-Compete Parties (as applicable), the duration of the Non-Compete Period will be extended beyond its then-scheduled termination date for a period equal to the duration of such breach. (c) Buyer agrees that (subject to the other terms of this Section 5.9), throughout the Non-Compete Period, it will not, and it will cause each of its Affiliates not to, directly or indirectly criticize or disparage in any manner or by any means (whether written or oral, express or implied) the Company or any Affiliate of the Company or the Sellers, or any aspect of the Company’s or Sellers’ or any of their Affiliates’ management, policies, operations, products, services, practices or personnel.

Covenant Not to Compete and Related Covenants. (a) To further ensure that Buyer receives From the expected benefits of acquiring the Interests, each Seller agrees that, throughout the period that begins on the date hereof and ends on Closing Date through the fifth anniversary of the Closing Date (the “Non-Compete Restricted Period”), it will not, and each neither Seller will cause each of nor the Seller’s Affiliates not toShareholder will, directly or indirectly: indirectly (1) including through any Affiliates), own, operate, be a partner, stockholder, co-venturer or otherwise invest in, lend money to, consult with, manage or render services tomanage, act as an agent for, license or otherwise engage in any intellectual property to, or acquire or hold any interest in, any Person business anywhere in the United States that conducts any gaming or related operations (or develops, constructs or finances any facility for gaming or related operations) located within 125 miles of manufactures, markets and sells vest products designed to provide airway clearance therapy (the Firekeepers Casino“Restricted Business”); provided that nothing herein prohibits any Seller shall prohibit Seller, the Shareholder or any of Seller’s their respective Affiliates from (i) owning or holding less than 12% of the outstanding shares of any class of stock of a publicly traded company that operates in the same industry as the Restricted Business and whose stock is regularly traded on a recognized domestic or foreign securities exchange or over-the-counter market; [***]; [***] Certain information on this page has been omitted and filed separately with , or (ii) performing the Securities and Exchange Commission. Confidential treatment has been requested with respect to Seller’s obligations under the omitted partiesTransition Services Agreement. (2b) employ During the Restricted Period, neither Seller nor the Shareholder will, directly or attempt to employ indirectly (including through any individual who is now Affiliates), hire, employ, engage or later becomes a directorsolicit the employment of any of the Offered Employees, officer any sales employees of Buyer or manager-level its Affiliates, or above any other employee of Firekeepers Casino, Buyer or its Affiliates with whom Seller, the TribeShareholder or their Affiliates came into direct contact or about whom any of them received Confidential Information during the course of negotiations of the Transactions; provided that this Section 5.7(b) does not prohibit Seller, the Shareholder or their respective Affiliates from conducting any general solicitation of employment that is not specifically targeted towards any such employees. (c) During the Restricted Period, neither Seller nor the Shareholder will, directly or indirectly (including through any Affiliates), solicit or sell any products or services within the Restricted Business to any current or potential customer or supplier of the Business as of the date hereof or take any action to encourage any current or potential customer or supplier of the Business to terminate or reduce its purchases from, or otherwise interfere with or disrupt any such employment relationship (contractual or other) of Firekeepers Casinosales to, Buyer or the Tribe, except that nothing herein prohibits any Seller or an Affiliate Business of any of the products or services that were purchased from or sold to the Business prior to the date hereof. (d) During the Restricted Period, neither Seller from any (A) general solicitation for employment nor the Shareholder will, directly or indirectly (including in through any newspaper or magazineAffiliates), over the internet or by any search or employment agency) if not specifically directed towards any employee of Firekeepers Casino, Buyer or the Tribe or (B) hiring of any individual where the initial contact with such individual regarding such hiring primarily arose from (x) any such general solicitation or (y) initial contact by such individual that was unsolicited by any Seller or any Affiliate of any Seller; or (3) criticize or disparage in any manner or by any means (whether written or oral, express or implied) the Firekeepers Casino, Buyer, the Tribe, or any Affiliate of Buyer or the Tribe Business or any aspect of the Firekeepers Casino’s, Buyer’s or the Tribe’s or any of their AffiliatesBusiness’ management, policies, operations, products, services, practices or personnel. (be) Sellers Seller and the Shareholder each specifically acknowledge acknowledges and agree agrees that (1i) the foregoing paragraphs (a) through (d) of this Section 5.7 are reasonable and necessary to ensure that Buyer receives the expected benefits of acquiring the Assets and the Business, (ii) Buyer has refused to enter into this Agreement in the absence of such paragraphs in this Section 5.9 5.7, and (2iii) breach of any such paragraphs in this Section 5.9 5.7 will harm Buyer to such an extent that monetary damages alone would be an inadequate remedy and Buyer would not have an adequate remedy at law. Therefore, in the event of a breach by of any Seller of paragraphs (a), (b), (c) or (d) of this Section 5.95.7 by Seller or the Shareholder, (A) Buyer (in addition to all other remedies Buyer may have) will be entitled to an injunction and other equitable relief (without posting any bond or other security) restraining any Seller and its Affiliates (as applicable) the applicable party or parties from committing or continuing such breach and to enforce specifically such paragraphs of this Agreement Section 5.7 and its their terms and (B) for any Seller and its Affiliates (as applicable), the duration of the Non-Compete Restricted Period will be extended beyond its then-scheduled termination date for a period equal to the duration of such breach. (cf) From the Closing Date through the first anniversary of the Closing Date, Buyer agrees that (subject to the other terms of this Section 5.9), throughout the Non-Compete Period, it will not, and it will cause each of its Affiliates not to, directly or indirectly (including through any Affiliates), hire, employ, engage or solicit the employment of any of the employees of Seller or its Affiliates with whom Buyer or its Affiliates came into direct contact or about whom any of them received Confidential Information during the course of negotiations of the Transactions (other than the Offered Employees); provided that this Section 5.7(f) does not prohibit Buyer or its Affiliates from conducting any general solicitation of employment that is not specifically targeted towards any such employees. (g) From the Closing Date through the first anniversary of the Closing Date, Buyer will not, directly or indirectly (including through any Affiliates), take any action to cause any current or potential customer or supplier of the Seller with respect to its Retained Businesses as of the date hereof to terminate or reduce its purchases from, or sales to, the Seller; provided, however, this Section 5.7(g) shall in no event prevent, impair or affect any action which Buyer or its Affiliates may take whatsoever in connection with any present or future products or services of Buyer or its Affiliates which compete with Seller’s Retained Businesses or any other business which Seller may engage in during such one-year period. (h) During the Restricted Period, Buyer will not, directly or indirectly (including through any Affiliates), criticize or disparage in any manner or by any means (whether written or oral, express or implied) the Company Seller or any Affiliate of the Company or the Sellers, Retained Businesses or any aspect of Seller or the Company’s or Sellers’ or any of their AffiliatesRetained Business’ management, policies, operations, products, services, practices or personnel. (i) Buyer specifically acknowledges and agrees that (i) the foregoing paragraphs (f) through (h) of this Section 5.7 are reasonable and necessary to ensure that Seller receives the expected benefits of selling the Assets and the Business and protects Seller’s Retained Business from unfair competition as a result of Buyer’s access to Confidential Information concerning them, (ii) Seller has refused to enter into this Agreement in the absence of such paragraphs of this Section 5.7, and (iii) breach of any of such paragraphs of this Section 5.7 will harm Seller to such an extent that monetary damages alone would be an inadequate remedy and Seller would not have an adequate remedy at law. Therefore, in the event of a breach of any of paragraphs (f), (g) or (h) of this Section 5.7 by Buyer, (A) Seller (in addition to all other remedies Seller may have) will be entitled to an injunction and other equitable relief (without posting any bond or other security) restraining the applicable party or parties from committing or continuing such breach and to enforce specifically such paragraphs of this Section 5.7 and their terms and (B) the duration of the applicable period will be extended beyond its then-scheduled termination date for a period equal to the duration of such breach.