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

Covenant Not to Compete; Non-Solicitation. (a) For a period of 60 months beginning on the Closing Date, neither of the Shareholders nor the Company shall, directly or indirectly engage (whether as owner, operator, shareholder, manager, consultant or employee) in any apparel business competitive with the Business (a "COMPETING BUSINESS") EXCEPT in connection with the Shareholders' employment by Purchaser or its successors. For the purposes of the foregoing, no Shareholder shall be in breach of this Section 5.4 by reason of his or her beneficial ownership, together with that of the other Shareholder, of less than 5% of a Competing Business' voting capital stock if (i) such Competing Business is publicly traded and (ii) such Shareholder, together with the other Shareholders, does not control the operation or management of such Competing Business. The noncompetition covenants in this Agreement shall be deemed to apply to each State, each county within each State, and each other geographic area separately, not collectively, and shall be severable as to each such State, county or other geographic area. It is the desire and intent of the parties that the provisions of this Section 5.4 shall be enforced to the fullest extent permitted under the Laws and public policies of each jurisdiction in which enforcement is sought. If any court determines that any provision of this Section 5.4 is unenforceable, such court shall have the power to reduce the duration or scope of such provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties that the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to apply only with respect to the operation of this Section 5.4 in the jurisdiction of the court that has made the adjudication. (b) For a period of 60 months beginning on the Closing Date, neither of the Shareholders nor the Company shall, directly or indirectly, solicit for employment or hire, either as an employee or a consultant, any employee or independent contractor of Purchaser who was an employee or independent contractor of the Company as of the Closing Date to become an employee or consultant or otherwise provide services to any Competing Business. (c) The parties acknowledge and agree that the restrictions contained in Sections 5.4(a) and (b) are a reasonable and necessary protection of the immediate interests of Purchaser and Parent, and any violation of these restrictions would cause substantial injury to Purchaser and Parent and that Purchaser and Parent would not have entered into this Agreement without receiving the additional consideration offered by each of the Shareholders and the Company in binding such Shareholder and itself to these restrictions. In the event of a breach or a threatened breach by any of the Shareholders or the Company or any affiliated entities of these restrictions, Purchaser and Parent shall be entitled to an injunction restraining each of the Shareholders and the Company and any affiliated entity from such breach or threatened breach; PROVIDED, HOWEVER, that the right to injunctive relief shall not be construed as prohibiting Purchaser and Parent from pursuing any other available remedies for such breach or threatened breach.

Covenant Not to Compete; Non-Solicitation. (a) For a period Each Seller, on behalf of 60 months beginning on itself and each of its Restricted Affiliates, acknowledges and agrees that (i) the Closing Dateagreements and covenants contained in this ‎Section 7.1 are (A) reasonable, neither proper and valid in geographical and temporal scope and in all other respects, and that such limitations would not impose any undue burden upon any Seller or its Restricted Affiliates, and (B) reasonable, essential and required to protect the Purchaser’s legitimate interest in client relationships, goodwill and trade secrets of the Shareholders nor Business and Purchased Assets, as well as the Company shall, directly or indirectly engage value of the Purchased Assets and (whether as owner, operator, shareholder, manager, consultant or employeeii) in any apparel business competitive it is familiar with the trade secrets and other information of a confidential or proprietary nature of the Business (a "COMPETING BUSINESS") EXCEPT and its business relations, and has obtained knowledge, contacts, know-how, training and experience in connection with the Shareholders' employment by Business, and (iii) Purchaser and its Affiliates would be irreparably damaged if any Seller or its successorsRestricted Affiliates were to provide services or to otherwise participate (whether through ownership or otherwise) in the operations or business of any Person competing with the Business following the Closing and that any such competition would result in a significant loss of goodwill by the Purchaser Entities and their Affiliates. For the purposes Each Seller, on behalf of itself and each of the foregoingRestricted Affiliates, no Shareholder shall be also acknowledges and agrees that (x) the covenants and agreements set forth in breach of this Section 5.4 by reason of his or her beneficial ownership‎Section 7.1 were a material inducement to the Purchaser Entities to enter into this Agreement and to perform its obligations hereunder, together with and that the Purchaser Entities would not obtain the benefit of the other Shareholder, of less than 5% of a Competing Business' voting capital stock if (i) such Competing Business is publicly traded and (ii) such Shareholder, together with the other Shareholders, does not control the operation or management of such Competing Business. The noncompetition covenants bargain set forth in this Agreement shall be deemed to apply to each State, each county within each State, and each other geographic area separately, not collectively, and shall be severable as to each such State, county specifically negotiated by the Parties if any Seller or other geographic area. It is the desire and intent any of the parties that Restricted Affiliates breached any of the provisions of this Section 5.4 ‎Section 7.1, and (y) in order to assure the Purchaser Entities that the Business and the Purchased Assets following the Closing will retain their value, it is necessary that each Seller and the Restricted Affiliates undertake not to utilize their special knowledge of the Business and their relationships with clients or customers, suppliers and other business relationships to compete with the Business for the Restricted Period. Therefore, in further consideration of the amounts to be paid hereunder in exchange for the Business and the Purchased Assets, including the goodwill of the Business sold in connection therewith, the Company agrees that, during the Restricted Period, it shall be enforced not, and shall cause each other Seller and the Restricted Affiliates not to, directly or indirectly, either for itself or through any other Person, or in any capacity, or individually or jointly, (A) engage in Competitive Activities within the Restricted Area, (B) own any interest in, render any financial or other assistance to, operate, join, control or participate as a partner, principal, officer, director, manager or agent of, act as a consultant to, or perform, any services for (other than services provided in the normal course of its business), in any such instance, any Person (other than the Purchaser Entities or their Affiliates) that, directly or indirectly, engages in any Competitive Activities within the Restricted Area or otherwise owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in all or any portion of any Competitive Activities within the Restricted Area, or (C) hire, recruit or retain any Business Employee set forth on Schedule 7.1(a) hereto (each a “Restricted Person”). Notwithstanding anything herein to the fullest extent permitted contrary, this ‎Section 7.1(a) shall not prevent the Sellers or its Restricted Affiliates from (i) acquiring as investment securities representing not more than ten percent (10%) of the voting securities of any corporation where such securities are listed on a recognized stock exchange, (ii) complying with its obligations under the Laws Hosting and public policies Support Agreement or hereunder for purposes of each jurisdiction performing its obligations under the Bundled Contracts to which it entered into prior to the Closing, (iii) purchasing and, following such purchase, engaging in, any business that has a subsidiary, division, group, franchise or segment that is engaged in which enforcement is sought. If any court determines that any provision of this Section 5.4 is unenforceableCompetitive Activities; provided that, such court shall have on the power to reduce the duration or scope date of such provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention purchase not more than five percent (5%) of the parties consolidated annual revenues of such business for the most recently completed fiscal year are derived from companies that engage in Competitive Activities, and (iv) soliciting or hiring any persons (A) through or as a result of general advertisements or the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to apply only use of general search firm services with respect to the operation of this Section 5.4 in the jurisdiction of the court that has made the adjudicationa particular geographic or technical area, but which are not targeted, directly or indirectly, towards any Restricted Person or (B) whose employment with any Purchaser Entity or its Affiliates was terminated at least six (6) months prior to such solicitation or hiring. (b) For a period of 60 months beginning on Without limiting the Closing Dateforegoing, neither of the Shareholders nor the Company shallhereby agrees that, during the Restricted Period, it shall not, and shall cause each other Seller and the Restricted Affiliates not to, directly or indirectly, through another Person or in any other individual or representative capacity, without Purchaser’s prior written consent, (i) solicit business from any Person that is or was a client, customer, supplier, licensee, licensor or other business relation of the Business, or from any successor in interest to any such Person, in each case for employment the purpose of securing business or hireContracts Exclusively Related to the Business, either as an employee or a consultant(ii) encourage, initiate or participate in discussions or negotiations with, or provide any information to, any employee or independent contractor of Purchaser who was an employee or independent contractor Person that is, to the Knowledge of the Company Sellers and as of the Closing Date Date, an acquisition target, client, customer, supplier, licensee, licensor or other business relation of the Business (including any Person engaged in discussions with the Business related to become an employee such person becoming a client, customer, supplier, licensee, licensor or consultant other business relation of the Business) with respect to the termination or otherwise provide services to any Competing other alteration of such Person’s relationship (or potential relationship) with the Business. (c) The parties If any court of competent jurisdiction shall at any time deem the duration or the geographic scope of any of the provisions of this ‎Section 7.1 unenforceable, the other provisions of this ‎Section 7.1 shall nevertheless stand and the duration and/or geographic scope set forth herein shall be deemed to be the longest period and/or greatest size such court deems reasonable or enforceable under the circumstances, and the Parties agree and submit to such reduction in the time period and/or geographic scope. If such partial enforcement is not possible in such jurisdiction, the provision will be deemed severed as to such jurisdiction, and the remaining provisions of this Agreement will remain in full force and effect. (d) Without limiting the remedies available to the Purchaser Entities, the Sellers acknowledge and agree that a breach of any of the restrictions covenants contained in Sections 5.4(a) and (b) are a reasonable and necessary protection of the immediate interests of Purchaser and Parent, and any violation of these restrictions this ‎Section 7.1 would cause substantial result in material irreparable injury to the Purchaser and Parent and that Purchaser and Parent would not have entered into this Agreement without receiving Entities, their Affiliates, the additional consideration offered by each of the Shareholders Business and the Company Purchased Assets for which there is no adequate remedy at Law, that it will not be possible to measure damages for such injuries precisely and that, in binding such Shareholder and itself to these restrictions. In the event of such a breach or a threatened breach by any of threat thereof, the Shareholders or the Company or any affiliated entities of these restrictions, Purchaser and Parent Entities shall be entitled to an injunction restraining the following rights and remedies, each of which rights and remedies will be independent of the Shareholders others and severally enforceable: seek a temporary restraining order and/or a preliminary or permanent injunction, without the Company and any affiliated entity from necessity of posting bond or proving irreparable harm or injury as a result of such breach or threatened breach; PROVIDEDbreach hereof, HOWEVER, that restraining the right Sellers from engaging in activities prohibited by this ‎Section 7.1 or such other relief as may be required specifically to injunctive relief shall not be construed as prohibiting Purchaser and Parent from pursuing enforce any other available remedies for such breach or threatened breachof the covenants in this ‎Section 7.1.

Covenant Not to Compete; Non-Solicitation. (a) For In order that Parent may have and enjoy the benefit of the transactions contemplated in this Agreement, each of the Principal Shareholders covenants and agrees that, for a period of 60 months beginning on two years following the Closing Datetermination of such Principal Shareholder's employment agreement with the Company, neither such Principal Shareholder will not, and will not permit any of the Shareholders nor the Company shallhis agents or affiliated entities to, directly or indirectly indirectly, (i) engage in, (whether as owner, operator, shareholder, manager, consultant ii) have any ownership or employee) equity interest exceeding 5% in any apparel business, firm, corporation, joint venture or other entity engaged in, or (iii) consult with or assist any person or entity who or which is engaged in, any business competitive that competes with the Business (a "COMPETING BUSINESS") EXCEPT or Parent anywhere in connection with the Shareholders' employment by Purchaser or its successors. For the purposes North America; provided, however, that nothing in this Section 4.10 will prohibit any of the foregoingPrincipal Shareholders, no Shareholder shall be following termination of employment, from providing one-on-one personal consulting services to less than fifty persons in breach an industry segment in which Parent or the Business competes, provided such persons have not been customers of Parent or the Business at any time after the date of this Agreement. (b) The invalidity or unenforceability of any provision of this Section 5.4 4.10, in whole or by reason of his or her beneficial ownership, together with that virtue of the following sentence in part, will not affect the validity or enforceability of any other Shareholder, of less than 5% of a Competing Business' voting capital stock if (i) such Competing Business is publicly traded and (ii) such Shareholder, together with the other Shareholders, does not control the operation or management of such Competing Business. The noncompetition covenants in this Agreement shall be deemed to apply to each State, each county within each State, and each other geographic area separately, not collectively, and shall be severable as to each such State, county or other geographic area. It is the desire and intent of the parties that the provisions provision of this Section 5.4 shall 4.10 or of any other provision of this Agreement, all of which will to the full extent consistent with applicable law continue in full force and effect. In addition, if any provision of Subsection 4.10 (a) will be adjudged to be excessively broad as to duration, geographical scope, activity or subject, the parties intend that such provision will be deemed modified to the minimum degree necessary to make such provision valid and enforceable under applicable law and that such modified provision will thereafter be enforced to the fullest extent permitted under the Laws and public policies of each jurisdiction in which enforcement is soughtpossible. If any court determines The Shareholders acknowledge that any provision violation of this Section 5.4 any of the provisions of Subsection 4.10(a) is unenforceablelikely to cause irreparable damage to Parent and it is agreed that Parent will be entitled to equitable relief, such court shall have including injunction and specific performance, in the power to reduce the duration or scope event of any violation of such provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties that the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to apply only with respect to the operation of this Section 5.4 in the jurisdiction of the court that has made the adjudication. (b) For a period of 60 months beginning on the Closing Date, neither of the Shareholders nor the Company shall, directly or indirectly, solicit for employment or hire, either as an employee or a consultant, any employee or independent contractor of Purchaser who was an employee or independent contractor of the Company as of the Closing Date to become an employee or consultant or otherwise provide services to any Competing Business. (c) The parties acknowledge Each Shareholder agrees that, for a period of two years following the Closing Date, he will not, whether directly or indirectly, and agree that he will not permit any of his affiliates to, solicit the restrictions contained in Sections 5.4(a) and (b) are a reasonable and necessary protection employment of or employ any person who was as of the immediate interests date of Purchaser and Parent, and any violation of these restrictions would cause substantial injury to Purchaser and Parent and that Purchaser and Parent would not have entered into this Agreement without receiving the additional consideration offered by each of the Shareholders and the Company in binding such Shareholder and itself to these restrictions. In the event of a breach or a threatened breach by any of the Shareholders or the Company Closing Date employed by or any affiliated entities of these restrictions, Purchaser and Parent shall be entitled providing employment services to an injunction restraining each of the Shareholders and the Company and any affiliated entity from such breach or threatened breach; PROVIDED, HOWEVER, that the right to injunctive relief shall not be construed as prohibiting Purchaser and Parent from pursuing any other available remedies for such breach or threatened breachCompany.

Covenant Not to Compete; Non-Solicitation. (a) For Xxxxxx agrees that for a period of 60 months beginning on from and after the Closing DateDate through December 31, neither of 2007 (the Shareholders nor the Company shall“Non-Compete Period”), Xxxxxx will not directly or indirectly engage (whether as ownerin, operatorcarry on, shareholderbe employed by, manager, be a consultant or employee) independent contractor to, or have any financial interest in a business competing against Argosy in any apparel business competitive with geographic area set forth on Exhibit 7.7 (the Business (“Non-Compete Territory”); provided, however, that nothing herein shall prohibit Xxxxxx from being a "COMPETING BUSINESS") EXCEPT in connection with the Shareholders' employment by Purchaser or its successors. For the purposes passive owner of not more than 2% of the foregoingoutstanding stock of any class of any corporation that engages in such business, no Shareholder shall be in breach of this Section 5.4 by reason of his or her beneficial ownership, together with that of the other Shareholder, of less than 5% of a Competing Business' voting capital stock if so long as (i) Xxxxxx has no active participation in the business of such Competing Business is publicly traded corporation, and (ii) such Shareholderstock is traded on a recognized stock market or on NASDAQ. (b) During the period from and after the Closing Date through December 31, together 2010 (the “Non-Solicit Period”), Xxxxxx shall not directly or indirectly (i) induce or attempt to induce any employee of GTEI or Argosy to leave the employ of GTEI or Argosy, or in any way interfere with the relationship between GTEI or Argosy and any employee thereof, or (ii) hire any of the key management employees of Argosy. (c) During the Non-Solicit Period, Xxxxxx shall not directly or indirectly employ, assist in employing or otherwise associate in business with any present, former or future employee of Argosy, now or subsequently existing. (d) During the Non-Compete Period, Xxxxxx shall not directly or indirectly induce any customer, supplier or any other Shareholders, party with whom Argosy does not control business to refuse to do business with or otherwise modify its relationship with Argosy. (e) Xxxxxx acknowledges that the operation or management length of such Competing Business. The noncompetition covenants time and geographic restriction pertaining to all prohibitions in this Agreement shall Section 7.7 are reasonable and necessary for the legitimate protection of GTEI’s interests. (f) Without limiting the remedies available, the parties agree that damages at law would be deemed an insufficient remedy in the event of breach of this Section 7.7 and that the injured party should be entitled to apply to each State, each county within each State, and each other geographic area separately, not collectively, and shall be severable as to each such State, county injunctive relief or other geographic area. It is equitable remedies in the desire and intent event of the parties that any such breach. (g) If any of the provisions of this Section 5.4 shall 7.7 are held to be enforced to the fullest extent permitted under the Laws and public policies of each jurisdiction unenforceable in which enforcement is sought. If any court determines that any provision of this Section 5.4 is unenforceablejurisdiction, such court shall have the power to reduce the duration or scope of such provisionthen, as the case may be, or terminate to such provision and, in reduced formjurisdiction, such provision shall be enforceable; it is ineffective to the intention extent of its unenforceability in such jurisdiction, without affecting the parties that remaining provisions of this Section 7.7 in such jurisdiction, or affecting in any other jurisdiction the foregoing restrictions shall not be terminatedvalidity or enforceability of such provision or of this Section 7.7, unless so terminated by a court, but and such unenforceable provision shall be deemed amended to automatically be revised and “blue-penciled” in such jurisdiction to the maximum extent required to render them valid and enforceable, such amendment to apply only with respect to of enforceability. (h) In the operation event Xxxxxx violates any legally enforceable provision of this Section 5.4 in 7.7, the jurisdiction of the court that has made the adjudication. (b) For a time period of 60 months beginning on the Closing Date, neither of the Shareholders nor the Company shall, directly or indirectly, solicit for employment or hire, either as an employee or a consultant, any employee or independent contractor of Purchaser who was an employee or independent contractor of the Company as of the Closing Date to become an employee or consultant or otherwise provide services to any Competing Business. (c) The parties acknowledge and agree that the restrictions contained in Sections 5.4(a) and (b) are a reasonable and necessary protection this Section 7.7 will be tolled from the date of the immediate interests of Purchaser and Parent, and any violation of these restrictions would cause substantial injury to Purchaser and Parent and that Purchaser and Parent would not have entered into this Agreement without receiving until the additional consideration offered by each of the Shareholders and the Company in binding such Shareholder and itself to these restrictions. In the event of a breach or a threatened breach by any of the Shareholders or the Company or any affiliated entities of these restrictions, Purchaser and Parent shall be entitled to an injunction restraining each of the Shareholders and the Company and any affiliated entity from such breach or threatened breach; PROVIDED, HOWEVER, that the right to injunctive relief shall not be construed as prohibiting Purchaser and Parent from pursuing any other available remedies for such breach or threatened breachviolation ceases.

Covenant Not to Compete; Non-Solicitation. (a) For Except as provided in paragraph (b) of this Section 8.15, each of Seller, Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxxx on behalf of themselves and their respective Affiliates hereby agrees not to engage, for a period of 60 months beginning on two (2) years from the Closing Date (the “Covenant Period”), in the Business except with the prior written consent of Purchaser or to the extent that Seller has ongoing obligations pursuant to agreements related to the Business. To the fullest extent allowed under applicable law, the restrictions set forth in the preceding sentence shall be effective within all cities, counties and states of the U.S., and all other countries in which Seller has engaged in licensing or sales activities or otherwise conducted business or selling or licensing efforts during the two (2) year period preceding the Closing Date, neither of the Shareholders nor the Company shall, directly or indirectly engage (whether as owner, operator, shareholder, manager, consultant or employee) in any apparel business competitive with the Business (a "COMPETING BUSINESS") EXCEPT in connection with the Shareholders' employment by Purchaser or its successors. For the purposes of the foregoing, no Shareholder shall be in breach of this Section 5.4 by reason of his or her beneficial ownership, together with that of the other Shareholder, of less than 5% of a Competing Business' voting capital stock if (i) such Competing Business is publicly traded and (ii) such Shareholder, together with the other Shareholders, does not control the operation or management of such Competing Business. The noncompetition covenants in this Agreement shall be deemed to apply to each StateIn addition, each county within each Stateof Seller, Xxxxxxx X. Xxxxx and each other geographic area separatelyXxxxx X. Xxxxxx further agrees that at all times during the Covenant Period, not collectively, and shall be severable as to each such State, county it or other geographic area. It is the desire and intent of the parties that the provisions of this Section 5.4 shall be enforced to the fullest extent permitted under the Laws and public policies of each jurisdiction in which enforcement is sought. If any court determines that any provision of this Section 5.4 is unenforceable, such court shall have the power to reduce the duration or scope of such provisionhe, as the case may be, will not, either on its own behalf or for any other Person, directly or indirectly (other than for Purchaser and any of its Affiliates listed on Schedule 8.15 attached hereto) solicit, induce or attempt to induce any employee, consultant or contractor of Purchaser or any of its Affiliates to terminate such provision andhis or her employment, or his, her or its services with, Purchaser or any of its Affiliates or to take employment with another party; provided however that this sentence shall not apply to employees who respond to general advertisements by Seller. For purposes of this Section 8.15, “engage in the Business” shall include engaging in the Business, either individually, in reduced formpartnership or in conjunction with any Person, such provision shall be enforceable; it is whether as principal, agent, stockholder, partner, joint venturer, member, director, officer, employee, consultant, licensor or in any other manner whatsoever. Seller, Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxxx each further agrees that the intention terms and time period provided for, and the geographical area encompassed by, the covenants contained in this Section 8.15 are necessary and reasonable in order to protect Purchaser in conduct of the Business and the utilization of the Acquired Assets, tangible and intangible, acquired pursuant to this Agreement. Nothing contained in this Agreement shall prohibit Seller, Xxxxxxx X. Xxxxx or Xxxxx X. Xxxxxx from (i) selling any Inventory to Purchaser, (ii) providing products to third parties that the foregoing restrictions shall not be terminated, unless so terminated in satisfaction of warranty claims related to sales made by a court, but shall be deemed amended Seller prior to the extent required Closing Date; provided that prior to render them valid providing any products pursuant to this clause (ii) Seller provides Purchaser with five (5) business days prior written notice specifying the name of the third party making such warranty claim, the nature of the warranty claim, the type and enforceablequantity of products subject to the warranty claim and the terms of Seller’s proposed settlement of the claim, (iii) selling any Inventory to STMicroelectronics, (iv) selling any Inventory to any other third parties with the prior written consent of SigmaTel, (v) being engaged by or serving as a consultant to or as a director or officer of Purchaser (or any other affiliate of Purchaser), (vi) acquiring or holding at any one time a passive interest of less than ten percent (10%) of the outstanding securities of any publicly traded company, (vii) holding stock of Purchaser, (viii) acquiring or holding an interest in a mutual fund, limited partnership, venture capital fund or similar investment entity of which such amendment to apply only party is not an employee, officer or general partner and with respect to which such party has no power to make, participate in or directly influence investment decisions, (ix) selling any Inventory, with the operation prior written consent of Purchaser, to third parties in satisfaction of sales that were made by Seller prior to the Closing, (x) meeting, through the use of Inventory, Seller’s continuing stock rotation obligations under any distribution agreements effective at the time of Closing; provided that prior to providing any products pursuant to this Section 5.4 in clause (x) Seller provides Purchaser with five (5) business days prior written notice specifying the jurisdiction name of the court distributor and the type and quantity of products involved, or (xi) continuing to meet obligations under Seller’s Contracts related to the Business that has made are effective at the adjudication. (b) For a period time of 60 months beginning on the Closing DateClosing, including receiving royalties thereunder; provided that neither Seller, Messrs. Xxxxx and Xxxxxx, nor any of their Affiliates shall purchase, sell, transfer, ship or otherwise deliver any product or inventory of the Shareholders nor the Company shallBusiness pursuant to this subsection (xi) without Purchaser’s prior written consent. Seller acknowledges and agrees that, directly or indirectlyin light of its unique skills, solicit for employment or hireexperience and capabilities, either as an employee or a consultant, money damages would not adequately compensate Purchaser if it was to breach any employee or independent contractor of Purchaser who was an employee or independent contractor of the Company as of the Closing Date to become an employee or consultant or otherwise provide services to any Competing Business. (c) The parties acknowledge and agree that the restrictions covenants contained in Sections 5.4(a) and (b) are a reasonable and necessary protection of the immediate interests of Purchaser and Parentthis section. Consequently, and any violation of these restrictions would cause substantial injury to Purchaser and Parent and Seller agrees that Purchaser and Parent would not have entered into this Agreement without receiving the additional consideration offered by each of the Shareholders and the Company in binding such Shareholder and itself to these restrictions. In the event of a breach or a threatened breach by any of the Shareholders or the Company or any affiliated entities of these restrictionssuch breach, Purchaser and Parent shall be entitled entitled, in addition to an injunction restraining each of the Shareholders and the Company and any affiliated entity from such breach or threatened breach; PROVIDED, HOWEVER, that the right to injunctive relief shall not be construed as prohibiting Purchaser and Parent from pursuing any other available remedies for such breach remedies, to enforce this Agreement by means of an injunction, specific performance or threatened breachother equitable relief.

Covenant Not to Compete; Non-Solicitation. (ai) For a period of 60 months beginning on five (5) years from and after the Closing DateDate (the "Restricted Period"), neither each Seller will not without the written consent of the Shareholders nor Company and except on behalf of the Company shallCompany, directly or indirectly indirectly, engage in, own (in whole or in part), manage, control, participate in, work for, permit his name to be used by, consult with, render services for, do business with or otherwise assist in any manner or maintain any interest (whether proprietary, financial or otherwise) in, or provide or arrange any financing for, any Person or entity (whether as director, officer, employee, agent, representative, security holder, equity owner, operatorpartner, shareholder, managermember, consultant or employeeotherwise) engaged in any apparel business competitive with way in any businesses currently conducted by the Business (a "COMPETING BUSINESS") EXCEPT in connection with the Shareholders' employment by Purchaser or its successors. For the purposes of the foregoingCompany; provided, no Shareholder shall be in breach of this Section 5.4 by reason of his or her beneficial ownershiphowever, together with that of the other Shareholder, ownership of less than 5% three percent (3%) of the outstanding stock of any publicly-traded corporation will not be deemed engagement in any of its businesses; and, provided further, that nothing herein shall prohibit John D. DePaul from maintaining his ownership interest and xxxxx xxxxxxxxship with L.P.P.R., Inc., so long as L.P.P.R., Inc. (or any of its subsidiaries or Affiliates) does not, directly or indirectly, compete with the Company. If the final judgment of a Competing Business' voting capital stock if (i) such Competing Business is publicly traded and (ii) such Shareholder, together with the other Shareholders, does not control the operation or management court of such Competing Business. The noncompetition covenants in this Agreement shall be deemed to apply to each State, each county within each State, and each other geographic area separately, not collectively, and shall be severable as to each such State, county or other geographic area. It is the desire and intent of the parties that the provisions of this Section 5.4 shall be enforced to the fullest extent permitted under the Laws and public policies of each competent jurisdiction in which enforcement is sought. If any court determines declares that any term or provision of this Section 5.4 6(g) is invalid or unenforceable, such the Parties agree that the court shall making the determination of invalidity or unenforceability will have the power to reduce the duration scope, duration, or scope area of such the term or provision, as the case may beto delete specific words or phrases, or terminate such to replace any invalid or unenforceable term or provision and, in reduced form, such with a term or provision shall be enforceable; it that is valid and enforceable and that comes closest to expressing the intention of the parties that invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to apply only with respect to the operation of this Section 5.4 in the jurisdiction expiration of the court that has made time within which the adjudicationjudgment may be appealed. (bii) For a period Without limiting the generality of 60 months beginning on Section 6(g)(i) above, each Seller further agrees that during the Closing DateRestricted Period, neither of the Shareholders nor the Company shallsuch Seller will not, directly or indirectly, solicit for employment cause, solicit, induce or in any manner encourage (A) any independent contractor, producer, customer, licensor, supplier, agent or business partner of the Company, to terminate or adversely change her, his or its relationship with the Company or (B) any present employee of the Company or an employee during the Restricted Period, to leave the employ of the Company or hire, either as an employee or a consultant, any employee or independent contractor of Purchaser who was an employee or independent contractor of the Company as of the Closing Date to become an employee or consultant employ or otherwise provide services engage any such individual; provided that the restrictions set forth in this paragraph (ii) shall not apply to any Competing BusinessWilliam Love. (ciii) The parties acknowledge covenants and agree that the restrictions contained in Sections 5.4(aundertakings coxxxxxxx xx xhis Section 6(g) relate to matters which are of a special, unique and (b) are extraordinary character and a reasonable and necessary protection of the immediate interests of Purchaser and Parent, and any violation of these restrictions would cause substantial injury to Purchaser and Parent and that Purchaser and Parent would not have entered into this Agreement without receiving the additional consideration offered by each of the Shareholders and the Company in binding such Shareholder and itself to these restrictions. In the event of a breach or a threatened breach by any of the Shareholders terms of this Section 6(g) will cause irreparable injury to the parties, the amount of which will be impossible to estimate or the Company or any affiliated entities of these restrictionsdetermine and which cannot be adequately compensated. Therefore, Purchaser and Parent shall Buyer will be entitled to an injunction injunction, restraining each order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 6(g). The rights and remedies provided by this Section 6(g) are cumulative and in addition to any other rights and remedies which Buyer may have hereunder or at law or in equity. Buyer and Sellers acknowledge that the Purchase Price represents fair and adequate consideration for all the Company Shares and accordingly, no portion of the Shareholders and Purchase Price is allocable to the Company and any affiliated entity from such breach or threatened breach; PROVIDED, HOWEVER, that the right to injunctive relief shall not be construed as prohibiting Purchaser and Parent from pursuing any other available remedies for such breach or threatened breachforegoing covenant.

Covenant Not to Compete; Non-Solicitation. (a) For In order that the Purchaser may have and enjoy the benefit of the transactions contemplated and the goodwill to be acquired pursuant to this Agreement, the Seller covenants and agrees that, for a period of 60 months beginning on five (5) years from the Closing Date, neither it will not, and will not permit any of its affiliates (which shall not include the Shareholders nor the Company shallOwners, each of whom has separately entered into similar non-competition agreements) to, directly or indirectly indirectly, (i) engage in, (whether as owner, operator, shareholder, manager, consultant ii) have any ownership or employee) equity interest exceeding 5% in any apparel business, firm, corporation, joint venture or other entity engaged in, or (iii) consult with or assist any person or entity who or which is engaged in, any business competitive with the Business (a "COMPETING BUSINESS") EXCEPT in connection with the Shareholders' employment by Purchaser or its successors. For the purposes Xxxxxxx. (b) The invalidity or unenforceability of the foregoing, no Shareholder shall be in breach any provision of this Section 5.4 4.14, in whole or by reason of his or her beneficial ownership, together with that virtue of the following sentence in part, will not affect the validity or enforceability of any other Shareholder, of less than 5% of a Competing Business' voting capital stock if (i) such Competing Business is publicly traded and (ii) such Shareholder, together with the other Shareholders, does not control the operation or management of such Competing Business. The noncompetition covenants in this Agreement shall be deemed to apply to each State, each county within each State, and each other geographic area separately, not collectively, and shall be severable as to each such State, county or other geographic area. It is the desire and intent of the parties that the provisions provision of this Section 5.4 4.14 or of any other provision of this Agreement, all of which will to the full extent consistent with applicable law continue in full force and effect. In addition, if any provision of Section 4.14(a) are adjudged to be excessively broad as to duration, geographical scope, activity or subject, the parties intend that such provision will be deemed modified to the minimum degree necessary to make such provision valid and enforceable under applicable law and that such modified provision shall thereafter be enforced to the fullest extent permitted under possible. The Seller and the Laws and public policies of each jurisdiction in which enforcement is sought. If any court determines Owners acknowledge that any provision violation of this any of the provisions of Section 5.4 4.14(a) is unenforceablelikely to cause irreparable damage to the Purchaser and it is agreed that the Purchaser will be entitled to equitable relief, such court shall have including injunction and specific performance, in the power to reduce the duration or scope event of any violation of such provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties that the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to apply only with respect to the operation of this Section 5.4 in the jurisdiction of the court that has made the adjudication. (b) For a period of 60 months beginning on the Closing Date, neither of the Shareholders nor the Company shall, directly or indirectly, solicit for employment or hire, either as an employee or a consultant, any employee or independent contractor of Purchaser who was an employee or independent contractor of the Company as of the Closing Date to become an employee or consultant or otherwise provide services to any Competing Business. (c) The parties acknowledge and agree that the restrictions contained in Sections 5.4(a) and (b) are a reasonable and necessary protection of the immediate interests of Purchaser and Parent, and any violation of these restrictions would cause substantial injury to Purchaser and Parent and that Purchaser and Parent would not have entered into this Agreement without receiving the additional consideration offered by each of the Shareholders and the Company in binding such Shareholder and itself to these restrictions. In the event of a breach or a threatened breach by any of the Shareholders or the Company or any affiliated entities of these restrictions, Purchaser and Parent shall be entitled to an injunction restraining each of the Shareholders and the Company and any affiliated entity from such breach or threatened breach; PROVIDED, HOWEVER, that the right to injunctive relief shall not be construed as prohibiting Purchaser and Parent from pursuing any other available remedies for such breach or threatened breach.

Covenant Not to Compete; Non-Solicitation. Employee covenants and agrees that for twelve (a12) For a period months after the termination date of 60 months beginning on the Closing DateEmployee, neither of the Shareholders nor the Company shall, Employee will not directly or indirectly engage (or by action in concert with others: 13.1 Contact, induce or influence or seek to induce or influence any person who is an employee, agent, independent contractor, supplier, customer, officer or shareholder of the Company to terminate the employment of such person or ownership in the Company by such person without regard to whether as owner, operator, shareholder, manager, consultant such person would subsequently then be engaged in a business or employee) own an interest in any apparel a business competitive with the Business Of The Company; 13.2 Advance or lend funds to, or acquire an interest in excess of one percent (a "COMPETING BUSINESS"1.0%) EXCEPT in connection in, any corporation, partnership, joint venture, trust, sole proprietorship or individual which is or may be competitive with the Shareholders' employment by Purchaser Company or its successors. For which might place Employee in a position competitive with the purposes of Company; and 13.3 Serve as an employee, officer, agent, director, or independent contractor or promote or participate in a business or business activity which is or may be competitive with the foregoing, no Shareholder Business Of The Company or which might place Employee in a position competitive with the Business Of The Company. 13.4 The covenants contained in this Section 9 shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision in breach which the Company currently engages in its business or, during the term of this Section 5.4 by reason of his or her beneficial ownershipAgreement, together with that of the other Shareholderbecomes engaged in its business. Except for geographic coverage, of less than 5% of a Competing Business' voting capital stock if (i) each such Competing Business is publicly traded and (ii) such Shareholder, together with the other Shareholders, does not control the operation or management of such Competing Business. The noncompetition covenants in this Agreement separate covenant shall be deemed identical in terms to apply the covenant contained in this Section 9. If, in any judicial proceeding, a court refuses to each Stateenforce any of such separate covenants (or any part thereof), each county within each State, and each other geographic area separately, not collectively, and then such unenforceable covenant (or such part) shall be severable as eliminated from this Agreement to each such State, county the extent necessary to permit the remaining separate covenants (or other geographic areaportions thereof) to be enforced. It is In the desire and intent of the parties event that the provisions of this Section 5.4 9 are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be enforced reformed to the fullest extent permitted under the Laws and public policies of each jurisdiction in which enforcement is sought. If any court determines that any provision of this Section 5.4 is unenforceablemaximum time, such court shall have the power to reduce the duration geographic or scope of such provisionlimitations, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties that the foregoing restrictions shall not be terminated, unless so terminated permitted by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to apply only with respect to the operation of this Section 5.4 in the jurisdiction of the court that has made the adjudicationapplicable law. (b) For a period of 60 months beginning on the Closing Date, neither of the Shareholders nor the Company shall, directly or indirectly, solicit for employment or hire, either as an employee or a consultant, any employee or independent contractor of Purchaser who was an employee or independent contractor of the Company as of the Closing Date to become an employee or consultant or otherwise provide services to any Competing Business. (c) The parties acknowledge and agree that the restrictions contained in Sections 5.4(a) and (b) are a reasonable and necessary protection of the immediate interests of Purchaser and Parent, and any violation of these restrictions would cause substantial injury to Purchaser and Parent and that Purchaser and Parent would not have entered into this Agreement without receiving the additional consideration offered by each of the Shareholders and the Company in binding such Shareholder and itself to these restrictions. In the event of a breach or a threatened breach by any of the Shareholders or the Company or any affiliated entities of these restrictions, Purchaser and Parent shall be entitled to an injunction restraining each of the Shareholders and the Company and any affiliated entity from such breach or threatened breach; PROVIDED, HOWEVER, that the right to injunctive relief shall not be construed as prohibiting Purchaser and Parent from pursuing any other available remedies for such breach or threatened breach.