Common use of Covenant Not to Compete; Non-Interference Clause in Contracts

Covenant Not to Compete; Non-Interference. (a) The Executive acknowledges that the services to be performed under this Agreement are of a special and unique character, that the businesses of the XRG Companies are national in scope, that their services are marketed throughout the United States, and that the XRG Companies compete with other organizations that are or could be located in any part of the United States. The Executive further acknowledges that XRG requires the Executive to agree to the provisions of this Section 13 as a condition to its purchase of Highbourne Corporation. In consideration of the foregoing, and in consideration of his continued employment by XLIH, the Executive hereby covenants and agrees that he shall not: (i) during the Employment Period, and for a period of one (1) year thereafter, directly or indirectly engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed, associated or in any manner connected with, or render services or advice to, any business whose services or activities compete, in whole or in part, with the services or activities of the XRG Companies within the geographical territories within the United States in which the XRG Companies at any time during the Employment Period conduct their respective businesses; (ii) whether for the Executive's own account or for the account of any other person, at any time during the Employment Period, and for a period of one (1) year thereafter, solicit the business of any person or entity known by the Executive to be a customer of the XRG Companies, whether or not the Executive had personal contact with such person or entity during his employment with XLIH; and (iii) whether for the Executive's own account or the account of any other person at any time during the Employment Period and for a period of one (1) year thereafter, solicit, employ or otherwise engage as an employee, independent contractor or otherwise, any person who is or was an employee of any of the XRG Companies during the Executive's Employment Period, or in any manner induce or attempt to induce any employee of any of the XRG Companies to terminate his/her employment with such company. It is understood by and between the parties hereto that the foregoing covenants by the Executive set forth in this Section 11 are essential elements of this Agreement and that but for the agreement of the Executive to comply with such covenants, XLIH would not have entered into this Agreement. XLIH and the Executive have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the businesses conducted by the XRG Companies. (b) Notwithstanding any provision of this Agreement to the contrary, the restrictions set forth in Section 11(a) hereof shall not apply in the event that XLIH terminates the Employment Period during the Original Term for any reason other than for Cause or the physical or mental disability of the Executive. (c) Notwithstanding that the Executive's employment hereunder may expire or be terminated as provided in Section 9 hereof, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of the Executive contained in Section 14.

Covenant Not to Compete; Non-Interference. (a) The Executive acknowledges that the services to be performed under this Agreement are of a special and unique character, that the businesses of the XRG Companies are national in scope, that their services are marketed throughout the United States, and that the XRG Companies compete with other organizations that are or could be located in any part of the United States. The Executive further acknowledges that XRG requires the Executive to agree to the provisions of this Section 13 as a condition to its purchase of Highbourne Corporation. the stock of XRG Logistics, Inc. In consideration of the foregoing, and in consideration of his continued employment by XLIHXRGL, the Executive hereby covenants and agrees that he shall not: (i) during the Employment Period, and for a period of one five (15) year years thereafter, directly or indirectly engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed, associated or in any manner connected with, or render services or advice to, any business whose services or activities compete, in whole or in part, with the services or activities of the XRG Companies within the geographical territories within the United States in which the XRG Companies at any time during the Employment Period conduct their respective businesses; (ii) whether for the Executive's own account or for the account of any other person, at any time during the Employment Period, and for a period of one five (15) year years thereafter, solicit the business of any person or entity known by the Executive to be a customer of the XRG Companies, whether or not the Executive had personal contact with such person or entity during his employment with XLIHXRGL; and (iii) whether for the Executive's own account or the account of any other person at any time during the Employment Period and for a period of one five (15) year years thereafter, solicit, employ or otherwise engage as an employee, independent contractor or otherwise, any person who is or was an employee of any of the XRG Companies during the Executive's Employment Period, or in any manner induce or attempt to induce any employee of any of the XRG Companies to terminate his/her employment with such company. It is understood by and between the parties hereto that the foregoing covenants by the Executive set forth in this Section 11 13 are essential elements of this Agreement and that but for the agreement of the Executive to comply with such covenants, XLIH XRGL would not have entered into this Agreement. XLIH XRGL and the Executive have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the businesses conducted by the XRG Companies. (b) Notwithstanding any provision of this Agreement to the contrary, the restrictions set forth in Section 11(a13(a) hereof shall not apply in the event that XLIH XRGL terminates the Employment Period during the Original Term for any reason other than for Cause or the physical or mental disability of the Executive. (c) Notwithstanding that the Executive's employment hereunder may expire or be terminated as provided in Section 9 11 hereof, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of the Executive contained in Section 1413.

Covenant Not to Compete; Non-Interference. (a) The Executive acknowledges that the services to be performed under this Agreement are of a special and unique character, that the businesses of the XRG Companies are national in scope, that their services are marketed throughout the United States, and that the XRG Companies compete with other organizations that are or could be located in any part of the United States. The Executive further acknowledges that XRG requires the Executive to agree to the provisions of this Section 13 12 as a condition to its purchase of Highbourne CorporationHighway Transport. In consideration of the foregoing, and in consideration of his continued employment by XLIHXRGL, the Executive hereby covenants and agrees that he shall not: (i) during the Employment Period, and for a period of one (1) year thereafter, directly or indirectly engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed, associated or in any manner connected with, or render services or advice to, any business whose services or activities compete, in whole or in part, with the services or activities of the XRG Companies within the geographical territories within the United States in which the XRG Companies at any time during the Employment Period conduct their respective businesses; (ii) whether for the Executive's own account or for the account of any other person, at any time during the Employment Period, and for a period of one (1) year thereafter, solicit the business of any person or entity known by the Executive to be a customer of the XRG Companies, whether or not the Executive had personal contact with such person or entity during his employment with XLIHXRGL; and (iii) whether for the Executive's own account or the account of any other person at any time during the Employment Period and for a period of one (1) year thereafter, solicit, employ or otherwise engage as an employee, independent contractor or otherwise, any person who is or was an employee of any of the XRG Companies during the Executive's Employment Period, or in any manner induce or attempt to induce any employee of any of the XRG Companies to terminate his/her employment with such company. It is understood by and between the parties hereto that the foregoing covenants by the Executive set forth in this Section 11 12 are essential elements of this Agreement and that but for the agreement of the Executive to comply with such covenants, XLIH XRGL would not have entered into this Agreement. XLIH XRGL and the Executive have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the businesses conducted by the XRG Companies. (b) Notwithstanding any provision of this Agreement to the contrary, the restrictions set forth in Section 11(a) 12 hereof shall not apply in the event that XLIH XRGL terminates the Employment Period during the Original Term for any reason other than for Cause or the physical or mental disability of the Executive. (c) Notwithstanding that the Executive's employment hereunder may expire or be terminated as provided in Section 9 10 hereof, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of the Executive contained in Section 1412.

Covenant Not to Compete; Non-Interference. (a) The Executive acknowledges that the services to be performed under this Agreement are of a special and unique character, that the businesses of the XRG Companies are national in scope, that their services are marketed throughout the United States, and that the XRG Companies compete with other organizations that are or could be located in any part of the United States. The Executive further acknowledges that XRG requires the Executive to agree to the provisions of this Section 13 as a condition to its purchase of Highbourne Corporation. In consideration of the foregoing, and in consideration of his continued employment by XLIHXRG G&A, the Executive hereby covenants and agrees that he shall not: (i) during the Employment Period, and for a period of one (1) year thereafter, directly or indirectly engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed, associated or in any manner connected with, or render services or advice to, any business whose services or activities compete, in whole or in part, with the services or activities of the XRG Companies within the geographical territories within the United States in which the XRG Companies at any time during the Employment Period conduct their respective businesses; (ii) whether for the Executive's ’s own account or for the account of any other person, at any time during the Employment Period, and for a period of one (1) year thereafter, solicit the business of any person or entity known by the Executive to be a customer of the XRG Companies, whether or not the Executive had personal contact with such person or entity during his employment with XLIHXRG G&A; and (iii) whether for the Executive's ’s own account or the account of any other person at any time during the Employment Period and for a period of one (1) year thereafter, solicit, employ or otherwise engage as an employee, independent contractor or otherwise, any person who is or was an employee of any of the XRG Companies during the Executive's ’s Employment Period, or in any manner induce or attempt to induce any employee of any of the XRG Companies to terminate his/her employment with such company. It is understood by and between the parties hereto that the foregoing covenants by the Executive set forth in this Section 11 12 are essential elements of this Agreement and that but for the agreement of the Executive to comply with such covenants, XLIH XRG G&A would not have entered into this Agreement. XLIH XRG G&A and the Executive have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the businesses conducted by the XRG Companies. (b) Notwithstanding any provision of this Agreement to the contrary, the restrictions set forth in Section 11(a12(a) hereof shall not apply in the event that XLIH XRG G&A terminates the Employment Period during the Original Term for any reason other than for Cause or the physical or mental disability of the Executive. (c) Notwithstanding that the Executive's ’s employment hereunder may expire or be terminated as provided in Section 9 10 hereof, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of the Executive contained in Section 1412.

Covenant Not to Compete; Non-Interference. (a) The Executive acknowledges that the services to be performed under this Agreement are of a special and unique character, that the businesses of the XRG Companies are national in scope, that their services are marketed throughout the United States, and that the XRG Companies compete with other organizations that are or could be located in any part of the United States. The Executive further acknowledges that XRG requires the Executive to agree to the provisions of this Section 13 as a condition to its purchase of Highbourne Corporation. the stock of XRG Logistics, Inc. In consideration of the foregoing, and in consideration of his continued employment by XLIH, XRGL the Executive hereby covenants and agrees that he shall not: (i) during the Employment Period, and for a period of one five (15) year years thereafter, directly or indirectly engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed, associated or in any manner connected with, or render services or advice to, any business whose services or activities compete, in whole or in part, with the services or activities of the XRG Companies within the geographical territories within the United States in which the XRG Companies at any time during the Employment Period conduct their respective businesses; (ii) whether for the Executive's ’s own account or for the account of any other person, at any time during the Employment Period, and for a period of one five (15) year years thereafter, solicit the business of any person or entity known by the Executive to be a customer of the XRG Companies, whether or not the Executive had personal contact with such person or entity during his employment with XLIH; XRGL and (iii) whether for the Executive's ’s own account or the account of any other person at any time during the Employment Period and for a period of one five (15) year years thereafter, solicit, employ or otherwise engage as an employee, independent contractor or otherwise, any person who is or was an employee of any of the XRG Companies during the Executive's ’s Employment Period, or in any manner induce or attempt to induce any employee of any of the XRG Companies to terminate his/her employment with such company. It is understood by and between the parties hereto that the foregoing covenants by the Executive set forth in this Section 11 13 are essential elements of this Agreement and that but for the agreement of the Executive to comply with such covenants, XLIH XRGL would not have entered into this Agreement. XLIH XRGL and the Executive have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the businesses conducted by the XRG Companies. (b) Notwithstanding any provision of this Agreement to the contrary, the restrictions set forth in Section 11(a13(a) hereof shall not apply in the event that XLIH XRGL terminates the Employment Period during the Original Term for any reason other than for Cause or the physical or mental disability of the Executive. (c) Notwithstanding that the Executive's ’s employment hereunder may expire or be terminated as provided in Section 9 11 hereof, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of the Executive contained in Section 1413.

Covenant Not to Compete; Non-Interference. (a) The Executive acknowledges that the services to be performed under this Agreement are of a special and unique character, that the businesses of the XRG Companies are national in scope, that their services are marketed throughout the United States, and that the XRG Companies compete with other organizations that are or could be located in any part of the United States. The Executive further acknowledges that XRG requires the Executive to agree to the provisions of this Section 13 as a condition to its purchase of Highbourne Corporation. In consideration of the foregoing, and in consideration of his continued employment by XLIHXRGL, the Executive hereby covenants and agrees that he shall not: (i) during the Employment Period, and for a period of one (1) year thereafter, directly or indirectly engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed, associated or in any manner connected with, or render services or advice to, any business whose services or activities compete, in whole or in part, with the services or activities of the XRG Companies within the geographical territories within the United States in which the XRG Companies at any time during the Employment Period conduct their respective businesses; (ii) whether for the Executive's own account or for the account of any other person, at any time during the Employment Period, and for a period of one (1) year thereafter, solicit the business of any person or entity known by the Executive to be a customer of the XRG Companies, whether or not the Executive had personal contact with such person or entity during his employment with XLIHXRGL; and (iii) whether for the Executive's own account or the account of any other person at any time during the Employment Period and for a period of one (1) year thereafter, solicit, employ or otherwise engage as an employee, independent contractor or otherwise, any person who is or was an employee of any of the XRG Companies during the Executive's Employment Period, or in any manner induce or attempt to induce any employee of any of the XRG Companies to terminate his/her employment with such company. It is understood by and between the parties hereto that the foregoing covenants by the Executive set forth in this Section 11 12 are essential elements of this Agreement and that but for the agreement of the Executive to comply with such covenants, XLIH XRGL would not have entered into this Agreement. XLIH XRGL and the Executive have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the businesses conducted by the XRG Companies. (b) Notwithstanding any provision of this Agreement to the contrary, the restrictions set forth in Section 11(a) 12 hereof shall not apply in the event that XLIH XRGL terminates the Employment Period during the Original Term for any reason other than for Cause or the physical or mental disability of the Executive. (c) Notwithstanding that the Executive's employment hereunder may expire or be terminated as provided in Section 9 10 hereof, this Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of the Executive contained in Section 1412.