Common use of Covenant Not to Compete; No Solicitation Clause in Contracts

Covenant Not to Compete; No Solicitation. (a) For a period of five years after the Closing Date, the Selling Companies shall not, and shall cause their affiliates not to, directly or indirectly: (i) engage in the Dearborn Business in those countries where the Dearborn Business currently operates, or in the development, registration, formulation, sale or distribution of any products primarily directed to a market that competes with the Dearborn Business as currently conducted including, without limitation, products that are the result of discoveries or development by the Grace Group after the Closing Date or (ii) invest in, manage, operate, join or control as a partner, stockholder, consultant or otherwise, any Person that competes with the Dearborn Business in any jurisdiction where the Dearborn Business is currently conducted (a "Buyer Competitive Business"); provided, however, that nothing in this Section 8.8 shall prohibit the Selling Companies, or their affiliates, from owning up to 5% of the outstanding voting securities of any publicly traded entity; provided, further, that nothing in this Section 8.8 shall prohibit the Selling Companies, or their affiliates, from acquiring a Buyer Competitive Business as an incidental part of an acquisition (by joint venture, merger or other) of the assets of, or the majority of voting interests in, another Person (a "Target Business") if the worldwide sales of the Target Business from the Buyer Competitive Business are not in excess of 30% of the worldwide sales of the Target Business in the fiscal year of the Target Business, for reporting purposes, preceding such acquisition. In the event the Selling Companies, or their affiliates, acquire a Buyer Competitive Business pursuant to the second proviso in the preceding sentence and the worldwide sales of the Buyer Competitive Business are either in excess of 10% of the worldwide sales of the Target Business or in excess of US $50 million in such fiscal year, the Selling Companies shall thereafter divest such Buyer Competitive Business within a reasonable period of time by way of auction or other competitive bidding process, negotiation, sale or such other manner or divestiture as the Selling Companies shall deem appropriate. (b) For a period of two years after the Closing Date, the Selling Companies shall not, and shall cause their affiliates not to, solicit to employ any of the employees of the Dearborn Business so long as they are employed by the Dearborn Business. (c) If any provisions contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Selling Companies agree that the Buying Companies shall be entitled, upon a proper showing, to injunctive relief requiring specific performance of this Section by the Selling Companies.

Covenant Not to Compete; No Solicitation. (ai) For Each of Xxxxx and Xxxxxxxx (each, a “Restricted Person”) acknowledges that he or she has extensive knowledge and a unique understanding of the Business, has been directly involved with the establishment and continued development of the customer relations of the Business and has had access to all of the proprietary and confidential information used in the Business. Each Restricted Person further acknowledges that if he or she were to compete with Buyer or its subsidiaries, including the Divisions (the “Buyer Group”) following the Closing, great harm would come to the Buyer Group, thereby destroying any value associated with the purchase of the Assets and the goodwill of the Business. In furtherance of the sale of the Assets to Buyer hereunder by virtue of the transactions contemplated hereby and to more effectively protect the value of the Business so sold, each Restricted Person covenants and agrees that, for a period of five years after commencing on the Closing DateDate and continuing through January 31, 2011 (the Selling Companies “Restricted Period”), he or she shall not, and shall cause their affiliates not towhether for compensation or without compensation, directly or indirectly: (i) engage , as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in the Dearborn Business in those countries where the Dearborn Business currently operatesany other capacity whatsoever, alone, or in the developmentassociation with any other Person, registrationcarry on, formulation, sale be engaged or distribution of any products primarily directed to a market that competes with the Dearborn Business as currently conducted including, without limitation, products that are the result of discoveries or development by the Grace Group after the Closing Date or (ii) invest take part in, manageor render services (other than services which are generally offered to third parties) or advice to, operateown, join share in the earnings of, invest in the stocks, bonds or control as a partnerother securities of, stockholder, consultant or otherwiseotherwise become financially interested in, any Person that competes with engaged in the Dearborn Business business of designing or manufacturing women’s dresses anywhere in any jurisdiction where the Dearborn Business is currently conducted (a "Buyer Competitive Business")United States; provided, however, if any Restricted Person’s employment under his or her Employment Agreement is terminated by Buyer without “justifiable cause”, or by such Restricted Person for “good reason” (as such terms are defined in the Employment Agreements), the Restricted Period for such Restricted Person shall end on the date through which Buyer pays such Restricted Person the payments described in Section 7(g) of his or her Employment Agreement. The record or beneficial ownership by any Restricted Person of less than one percent (1%) of the shares of any Person whose shares or interests are publicly traded on a national securities exchange or the OTC Bulletin Board shall not of itself constitute a breach hereunder. (ii) During the Restricted Period, no Restricted Person shall, whether for his or her own account or for the account of any Person, directly or indirectly, solicit to terminate the relationship, or otherwise interfere with the relationship of the Buyer Group with, any Person that nothing (A) is employed by or otherwise engaged to perform services for the Buyer Group or (B) is a customer or client of, or subcontractor for, the Business. (iii) The restrictive covenants set forth in this Section 8.8 10(e) (the “Restrictive Covenants”) have been separately bargained for to protect the business or interest therein, including goodwill, of the Assets and Business being acquired by Buyer hereunder and to ensure that Buyer shall prohibit have the Selling Companiesfull benefit of the value thereof. Each Restricted Person recognizes and acknowledges that the business and markets of the Buyer Group are national in scope, and that Buyer is investing substantial sums in purchasing the Assets and Business and in consideration for the Restrictive Covenants, that such Restrictive Covenants are necessary in order to protect and maintain the legitimate business interests of the Buyer Group and are reasonable in all respects, and that Buyer would not consummate the transactions contemplated hereby but for such Restrictive Covenants. Each Restricted Person hereby waives any and all right to contest the validity of the Restrictive Covenants on the ground of the breadth of their geographic or product coverage or the length of their term. (iv) If any Restricted Person breaches, or their affiliatesthreatens to commit a breach of, from owning up to 5% any of the outstanding voting securities Restrictive Covenants, Buyer shall have, in addition to, and not in lieu of, any other rights and remedies available to it under law or in equity, the right to seek to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to Buyer and that money damages would not provide an adequate remedy. Each Restricted Person covenants and agrees not to oppose any demand for specific performance and injunctive and other equitable relief in case of any publicly traded entity; providedsuch breach or attempted breach. (v) The existence of any claim or cause of action by any Restricted Person against Buyer shall not constitute a defense to the enforcement by Buyer of the Restrictive Covenants, furtherand any such claim or cause of action shall be litigated separately. (vi) In addition to the remedies Buyer may seek and obtain pursuant to Section 10(e)(ii) hereof, that nothing the Restricted Period shall be extended by any and all periods during which a Restricted Person shall be found by a final non-appealable judgment of a court possessing personal jurisdiction over him or her to have been in violation of any Restrictive Covenant. (vii) Whenever possible, each provision of this Section 8.8 10(e) shall prohibit be interpreted in such manner as to be effective and valid under applicable law but if any provision of this Section 10(e) shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the Selling Companiesextent of such prohibition or invalidity, or their affiliates, from acquiring a Buyer Competitive Business as an incidental part without invalidating the remainder of an acquisition (by joint venture, merger or other) of the assets of, such provision or the majority remaining provisions of voting interests inthis Section 10(e). If any provision of this Section 10(e) shall, another Person (a "Target Business"for any reason, be judged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Section 10(e) if but shall be confined in its operation to the worldwide sales provision of the Target Business from the Buyer Competitive Business are not in excess of 30% of the worldwide sales of the Target Business this Section 10(e) directly involved in the fiscal year of the Target Business, for reporting purposes, preceding controversy in which such acquisitionjudgment shall have been rendered. In the event that the Selling Companies, or their affiliates, acquire a Buyer Competitive Business pursuant to the second proviso in the preceding sentence and the worldwide sales of the Buyer Competitive Business are either in excess of 10% of the worldwide sales of the Target Business or in excess of US $50 million in such fiscal year, the Selling Companies shall thereafter divest such Buyer Competitive Business within a reasonable period of time by way of auction or other competitive bidding process, negotiation, sale or such other manner or divestiture as the Selling Companies shall deem appropriate. (b) For a period of two years after the Closing Date, the Selling Companies shall not, and shall cause their affiliates not to, solicit to employ any of the employees of the Dearborn Business so long as they are employed by the Dearborn Business. (c) If any provisions contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall 10(e) should ever be construed as if such invalid, illegal deemed to exceed the time or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not limitations permitted by applicable law, or in any way construed to be too broad or to any extent invalid, then such provision shall not be construed to be null, void and of no effect, but reformed to the extent such provision would be valid maximum time or enforceable under geographic limitations permitted by applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Selling Companies agree that the Buying Companies shall be entitled, upon a proper showing, to injunctive relief requiring specific performance of this Section by the Selling Companies.

Covenant Not to Compete; No Solicitation. (a) For Each Seller acknowledges that he has extensive knowledge and a unique understanding of the businesses of the Acquired Companies and Fabio, has been directly involved with the establishment and continued development of the customer relations of such businesses and has had access to all of the proprietary and Confidential Information (as hereinafter defined) used in such businesses. Each Seller further acknowledges that if he were to compete with the Buyer, G-III or its or their subsidiaries, including the Division (the "Buyer Group") in such businesses following the Closing, great harm would come to the Buyer Group, thereby destroying any value associated with the purchase of the Acquired Companies and the Fabio Selling Members' interests in Fabio and the goodwill of the businesses of the Acquired Companies and Fabio. In furtherance of the sale of the Purchased Shares and the Purchased Interests to the Buyer hereunder by virtue of the transactions contemplated hereby and to more effectively protect the value of the businesses so sold, each Seller covenants and agrees that, for a period of five years after (the "Restricted Period") commencing on the Closing DateDate and continuing through January 31, the Selling Companies 2009, he shall not, and shall cause their affiliates not towhether for compensation or without compensation, directly or indirectly: , as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other Person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any Person engaged in the business of designing or manufacturing men's outerwear, women's outerwear or women's suits anywhere in the United States. The record or beneficial ownership by a Seller of less than (i) engage in the Dearborn Business in those countries where the Dearborn Business currently operates, or in the development, registration, formulation, sale or distribution of any products primarily directed to a market that competes with the Dearborn Business as currently conducted including, without limitation, products that are the result of discoveries or development by the Grace Group after the Closing Date $400,000 or (ii) invest in, manage, operate, join or control as a partner, stockholder, consultant or otherwise, any Person that competes with the Dearborn Business in any jurisdiction where the Dearborn Business is currently conducted one percent (a "Buyer Competitive Business"); provided, however, that nothing in this Section 8.8 shall prohibit the Selling Companies, or their affiliates, from owning up to 5% of the outstanding voting securities of any publicly traded entity; provided, further, that nothing in this Section 8.8 shall prohibit the Selling Companies, or their affiliates, from acquiring a Buyer Competitive Business as an incidental part of an acquisition (by joint venture, merger or other1%) of the assets ofshares of any Person whose shares or interests are publicly traded on a national securities exchange, the Nasdaq Stock Market or the majority OTC Bulletin Board shall not of voting interests initself constitute a breach hereunder. For purposes hereof, another Person (a "Target Business") if Confidential Information" shall mean any information concerning the worldwide sales businesses and affairs of the Target Business from Acquired Companies or Fabio that is not already generally available to the public. The Restricted Period shall immediately terminate with respect to a Seller upon any failure by the Buyer Competitive Business are not in excess to make any payment to such Seller under Section 2.3 or 2.5 of 30% this Agreement within thirty days of the worldwide sales of the Target Business in the fiscal year of the Target Business, for reporting purposes, preceding such acquisition. In the event the Selling Companies, or their affiliates, acquire a Buyer Competitive Business pursuant to the second proviso in the preceding sentence and the worldwide sales of the Buyer Competitive Business are either in excess of 10% of the worldwide sales of the Target Business or in excess of US $50 million in such fiscal year, the Selling Companies shall thereafter divest such Buyer Competitive Business within a reasonable period of time by way of auction or other competitive bidding process, negotiation, sale or such other manner or divestiture as the Selling Companies shall deem appropriatedate specified therein. (b) For a period of two years after the Closing Date, the Selling Companies shall not, and shall cause their affiliates not to, solicit to employ any of the employees of the Dearborn Business so long as they are employed by the Dearborn Business. (c) If any provisions contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Selling Companies agree that the Buying Companies shall be entitled, upon a proper showing, to injunctive relief requiring specific performance of this Section by the Selling Companies.