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

Covenant Not to Compete; Non-Solicitation. For a period of five years after the Closing Date, Seller will not, directly or indirectly, own (as more than five percent equity owner76), manage, operate, join, control, or participate in the ownership, management, operation, financing, or control of any business, regardless of the form in which the business is organized, where that business includes the manufacture, publication, or distribution of products of the types manufactured in the Business as of the Closing Date. For a period of one year after the Closing Date, Seller will not, directly or indirectly, solicit the employment of, or offer employment to, any employee who is then an employee of Buyer, or who has terminated employment without the consent of Buyer within 60 days of the solicitation or offer. The Parties specifically acknowledge and agree that the remedy at law for any breach 76 A five percent equity ownership allowance may be deemed too high in circumstances where the competitor is a public company with a class of equity securities registered under the Securities Exchange Act of 1934, as amended. Accordingly, the drafter may want to propose a one percent or two percent allowance. of the foregoing will be inadequate and that Buyer, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In addition, notwithstanding the provisions of Section 9.5, Buyer may be entitled to recover, directly from Seller, its actual damages as a result of a breach of this provision by Seller. In the event that the non- compete and non-solicitation provisions of this Section 8.5 should ever be deemed to exceed the maximum scope permitted by applicable Law, the Parties agree that these provisions shall be reformed to set forth the maximum permitted by applicable Law.

Covenant Not to Compete; Non-Solicitation. For Crescent agrees that for a period of five years after one year commencing on the Closing Date, Seller it will not, within the Territory, either directly or indirectly, own (as more than five percent equity owner76)own, manage, operate, join, control, control or participate in the ownership, management, operation, financing, operation or control of of, any business, regardless of the whether in corporate, proprietorship or partnership form in which the or otherwise where such business is organizedengaged in a Competing Business; provided, where however, that if Crescent or any of its Related Persons acquires by merger, stock purchase, asset purchase or other form of business includes the manufacturecombination or acquisition a Person that is already engaged, publicationas part, but not all or distribution substantially all of products of the types manufactured its business, in the Business as of the Closing Date. For a period of one year after the Closing DateCompeting Business, Seller will not, directly or indirectly, solicit the employment of, or offer employment to, any employee who is then an employee of Buyer, or who has terminated employment without the consent of Buyer within 60 days of the solicitation or offerthis Section 9.2 shall not be violated. The Parties hereto specifically acknowledge and agree that the foregoing covenant and agreement is made and given by Seller in connection with the sale of the Business and the goodwill associated therewith and in order to protect and preserve to the Purchaser the benefit of its bargain in the purchase of such Business and goodwill, that the remedy at law for any breach 76 A five percent equity ownership allowance may be deemed too high in circumstances where the competitor is a public company with a class of equity securities registered under the Securities Exchange Act of 1934, as amended. Accordingly, the drafter may want to propose a one percent or two percent allowance. of the foregoing will be inadequate inadequate, and that Buyerthe Purchaser, in addition to any other relief available to it, may shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving actual damage. In addition, notwithstanding the provisions of Section 9.5, Buyer may be entitled to recover, directly from Seller, its actual damages as a result of a breach of this provision by Sellerrelief. In the event that the non- compete and non-solicitation provisions of this Section 8.5 9.2 should ever be deemed to exceed the maximum scope permitted limitation provided by applicable Law, then the Parties hereto agree that these such provisions shall be reformed to set forth the maximum permitted by applicable Lawlimitations permitted. Until the expiration of 18 months after the Closing, Crescent and Seller shall not directly or indirectly solicit for employment or hire any executive or employee of the Business who is then an employee of Purchaser or its Related Persons.