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

Covenant Not to Compete; Non-Solicitation. For and in consideration of the purchase by the Purchaser of the Shares pursuant to this Agreement, and the payments payable by the Purchaser pursuant to this Agreement, Jamex X. Xxxxxx, X.D., the principal shareholder and chief executive officer of the Company, covenants and agrees that he shall not, directly or indirectly, as an employer, consultant, creditor, investor, owner, agent, principal, partner, shareholder, or through any other kind of ownership (other than ownership of securities of any publicly held entity in which Greexx, xxrectly or indirectly, in the aggregate beneficially owns less than two percent (2%) of any class of outstanding securities), or in any other representative or individual capacity, do any of the following: (i) for a period until the later of the expiration of two (2) years from the date of this Agreement or one (1) year after the termination date of the Greexx Xxxsulting Agreement, engage in the operation or management of a mental health treatment unit or program operated in or in association with a general acute care hospital (the "Business") in the continental United States (the "Restricted Area"); (ii) for a period until the later of the expiration of two (2) years from the date of this Agreement or one (1) year after the termination date of the Greexx Xxxsulting Agreement, engage in any business which calls upon, solicits, diverts or takes away any customer or customers of Purchaser or the Company in the Restricted Area for the purpose of selling or attempting to sell to any of said customers any products or services similar to any products or services heretofore sold or provided to any of such customers by Purchaser or the Company; and (iii) for a period until the later of the expiration of six (6) months from the date of this Agreement or six (6) months after the termination date of the Greexx Xxxsulting Agreement, engage in any business which solicits any present or future employee of Purchaser or the Company or initiates discussions with any such employee regarding his or her termination or resignation from employment with the Purchaser or the Company, so that such employee may accept employment with, or engagement as a partner, investor, shareholder, employee, agent or consultant with Greexx, xxrectly or indirectly, as specified above; provided, however, that Greexx xxxll not be prohibited by this Agreement from employing or soliciting the employment of Dianx X. Xxxxxxx xx the employment of any other employee that the Purchaser or the Company terminates so long as such employment or solicitation of employment occurs after the date of such termination.

Covenant Not to Compete; Non-Solicitation. For and (a) Other than as may be explicitly allowed by the Ancillary Agreements, for a period of three (3) years after the Closing Date, the Seller shall not directly or indirectly, own, manage, operate, control, be or remain employed or retained at, have any financial interest in, or otherwise be connected in consideration any manner with the ownership, management, operation or control of any person, firm, partnership, corporation, or other entity that is engaged in the Business or any business substantially similar to the Business, provided that the Seller's covenants under this Section 5.15(a) (i) shall not apply to the beneficial ownership of less than five percent (5%) of any class of securities registered pursuant to Section 12 of the purchase Securities Exchange Act of 1934, as amended, (ii) shall not prohibit the Seller from directly or indirectly continuing to operate its remaining businesses in the same manner as it has operated its remaining businesses during the past year, except as set forth on Schedule 5.15 and (iii) shall not prohibit any Person acquiring any of Safety-Kleen Corp.'s businesses (other than the Business) by sale, merger or otherwise from continuing to operate its businesses (other than the Purchaser BSSD) as conducted prior to such Person becoming a successor. (b) For a period of three (3) years after the Shares pursuant to this Agreement, and the payments payable by the Purchaser pursuant to this Agreement, Jamex X. Xxxxxx, X.D.Closing Date, the principal shareholder and chief executive officer of the Company, covenants and agrees that he Seller shall not, directly or indirectly, as an employersolicit, consultantinduce or attempt to solicit or induce, creditorany Person or entity who at the time of Closing was a customer or client of the Business (a "Customer"), investorto terminate his, ownerher or its relationship with the Purchaser for any purpose, agentincluding, without limitation, the purpose of associating with or becoming a Customer, whether or not exclusive, of the Seller or any entity of which the Seller is or becomes a partner, stockholder, principal, partnermember, shareholderagent or trustee, or through otherwise solicit, induce, or attempt to solicit or induce any such Customer to terminate his, her or its relationship with the Purchaser for any other kind of ownership purpose or no purpose, provided that this Section 5.15(b) (other than i) shall not apply to the beneficial ownership of securities of any publicly held entity in which Greexx, xxrectly or indirectly, in the aggregate beneficially owns less than two five percent (25%) of any class of outstanding securities), or in any other representative or individual capacity, do any securities registered pursuant to Section 12 of the following: (i) for a period until the later Securities Exchange Act of the expiration of two (2) years from the date of this Agreement or one (1) year after the termination date of the Greexx Xxxsulting Agreement1934, engage in the operation or management of a mental health treatment unit or program operated in or in association with a general acute care hospital (the "Business") in the continental United States (the "Restricted Area"); as amended, (ii) for a period until shall not prohibit the later of the expiration of two (2) years Seller from the date of this Agreement directly or one (1) year after the termination date of the Greexx Xxxsulting Agreement, engage in indirectly continuing to operate its remaining businesses and providing its services and products to any business which calls upon, solicits, diverts customers or takes away any customer or customers of Purchaser or the Company clients in the Restricted Area for same manner as it has operated its remaining businesses during the purpose of selling or attempting to sell past year, except as set forth on Schedule 5.15 and (iii) shall not prohibit any successor to any of said customers any Safety-Kleen Corp.'s businesses (other than the Business) by sale, merger or otherwise from providing services and products or services similar to any products or services heretofore sold or provided to any of such its customers by Purchaser or the Company; andclients. (iiic) for For a period until the later of the expiration of six three (63) months from the date of this Agreement or six (6) months years after the termination date of the Greexx Xxxsulting AgreementClosing Date, engage in Seller shall not, directly or indirectly, recruit or otherwise solicit or induce any business which solicits any present person who is an employee of, or future employee of otherwise engaged by, Purchaser or the Company or initiates discussions with any such employee regarding to terminate his or her termination employment or resignation from employment other relationship with the Purchaser or the Company, so that such employee may accept employment with, or engagement as a partner, investor, shareholder, employee, agent or consultant with Greexx, xxrectly or indirectly, as specified abovePurchaser; provided, however, the foregoing shall not prohibit the Seller or any of its Affiliates from publishing any general public solicitation of employment opportunities or from hiring any person terminated by Purchaser after the Closing. (d) Other than as may be explicitly allowed by the Ancillary Agreements, for a period of three (3) years after the Closing Date, the Purchaser shall not directly or indirectly, own, manage, operate, control, be or remain employed or retained at, have any financial interest in, or otherwise be connected in any manner with the ownership, management, operation or control of any person, firm, partnership, corporation, or other entity that Greexx xxxll is engaged in any of the businesses (other than the Business) of the Seller immediately prior to the Closing Date (such businesses referred to as the "Retained Business"), provided that the Purchaser's covenants under this Section 5.15(d) (i) shall not be prohibited apply to the beneficial ownership of less than five percent (5%) of any class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (ii) shall not prohibit the Purchaser from directly or indirectly continuing to operate its remaining businesses in the same manner as it has operated its remaining businesses immediately prior to the Closing Date and (iii) shall not prohibit any Person acquiring any of Purchaser's businesses by sale, merger or otherwise from continuing to operate its businesses (other than the Business) as conducted prior to such Person becoming a successor. (e) For a period of three (3) years after the Closing Date, the Purchaser shall not, directly or indirectly, solicit, induce or attempt to solicit or induce, any Person or entity who at the time of Closing was a customer or client of the Retained Business (a "BSSD Customer"), to terminate his, her or its relationship with the Seller for any purpose, including, without limitation, the purpose of associating with or becoming a customer, whether or not exclusive, of the Purchaser or any entity of which the Purchaser is or becomes a partner, stockholder, principal, member, agent or trustee, or otherwise solicit, induce, or attempt to solicit or induce any such BSSD Customer to terminate his, her or its relationship with the Seller for any other purpose or no purpose, provided that this Section 5.15(b) (i) shall not apply to the beneficial ownership of less than five percent (5%) of any class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (ii) shall not prohibit the Purchaser from directly or indirectly continuing to operate its remaining businesses (other than the Business) and providing its services and products to any customers or clients in the same manner as it has operated its remaining businesses (other than the Business) prior to the Closing Date and (iii) shall not prohibit any successor to any of Purchaser's businesses by sale, merger or otherwise from providing services and products to any of its customers or clients or from continuing to operate its businesses (other than the Business) as conducted prior to such Person becoming a successor. (f) For a period of three (3) years after the Closing Date, the Purchaser shall not, directly or indirectly, recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Seller to terminate his or her employment or other relationship with the Seller; provided, however, the foregoing shall not prohibit the Purchaser or any of its Affiliates from publishing any general public solicitation of employment opportunities or from hiring any person terminated by the Seller after the Closing. (g) The parties to this Agreement from employing acknowledge and agree that the provisions of this Section 5.15 are a material inducement to the Seller and the Purchaser to enter into and perform their respective obligations under this Agreement, and for which the Purchaser and the Seller shall, at the Closing, have fully paid good and valuable consideration. The parties hereto further agree that, after the Closing, any breach by the Seller or soliciting the employment Purchaser of Dianx X. Xxxxxxx xx one or more of the employment provisions of any other employee that this Section 5.15 will cause damage to the Purchaser or the Company terminates so long Seller, as the case may be, in an amount that is likely to be difficult, if not impossible, for the parties to calculate accurately. Accordingly, the parties agree that, in the event of any breach by the Seller or the Purchaser of its obligations under this Section 5.15, the Purchaser or the Seller, as the case may be, shall be entitled to immediate and permanent injunctive relief to (i) enforce the provisions of this Section 5.15 in any court of competent jurisdiction, and (ii) in the case of a breach by the Seller, suspend or revoke the Seller's Intellectual Property rights under Section 1.1(b)(iv) of this Agreement. The Seller and the Purchaser further agree that, as of the Closing, the Seller's and the Purchaser's rights to enforce the provision of this Section 5.15 shall be fully paid for and enforceable without reference to any right of offset, counterclaim or the like, and that the Seller's and the Purchaser's obligations under this Section 5.15 shall not be deemed part of any executory contract between the parties, all such employment or solicitation of employment occurs after claims being hereby expressly waived by the date of such terminationSeller and the Purchaser.

Covenant Not to Compete; Non-Solicitation. For and (a) Other than as may be explicitly allowed by the Ancillary Agreements, for a period of three (3) years after the Closing Date, the Seller shall not directly or indirectly, own, manage, operate, control, be or remain employed or retained at, have any financial interest in, or otherwise be connected in consideration any manner with the ownership, management, operation or control of any person, firm, partnership, corporation, or other entity that is engaged in the Business or any business substantially similar to the Business, provided that the Seller's covenants under this Section 5.15(a) (i) shall not apply to the beneficial ownership of less than five percent (5%) of any class of securities registered pursuant to Section 12 of the purchase Securities Exchange Act of 1934, as amended, (ii) shall not prohibit the Seller from directly or indirectly continuing to operate its remaining businesses in the same manner as it has operated its remaining businesses during the past year, except as set forth on Schedule 5.15 and (iii) shall not prohibit any Person acquiring any of Safety-Kleen Corp.'s businesses (other than the Business) by sale, merger or otherwise from continuing to operate its businesses (other than the Purchaser BSSD) as conducted prior to such Person becoming a successor. (b) For a period of three (3) years after the Shares pursuant to this Agreement, and the payments payable by the Purchaser pursuant to this Agreement, Jamex X. Xxxxxx, X.D.Closing Date, the principal shareholder and chief executive officer of the Company, covenants and agrees that he Seller shall not, directly or indirectly, as an employersolicit, consultantinduce or attempt to solicit or induce, creditorany Person or entity who at the time of Closing was a customer or client of the Business (a "Customer"), investorto terminate his, ownerher or its relationship with the Purchaser for any purpose, agentincluding, without limitation, the purpose of associating with or becoming a Customer, whether or not exclusive, of the Seller or any entity of which the Seller is or becomes a partner, stockholder, principal, partnermember, shareholderagent or trustee, or through otherwise solicit, induce, or attempt to solicit or induce any such Customer to terminate his, her or its relationship with the Purchaser for any other kind of ownership purpose or no purpose, provided that this Section 5.15(b) (other than i) shall not apply to the beneficial ownership of securities of any publicly held entity in which Greexx, xxrectly or indirectly, in the aggregate beneficially owns less than two five percent (25%) of any class of outstanding securities), or in any other representative or individual capacity, do any securities registered pursuant to Section 12 of the following: (i) for a period until the later Securities Exchange Act of the expiration of two (2) years from the date of this Agreement or one (1) year after the termination date of the Greexx Xxxsulting Agreement1934, engage in the operation or management of a mental health treatment unit or program operated in or in association with a general acute care hospital (the "Business") in the continental United States (the "Restricted Area"); as amended, (ii) for a period until shall not prohibit the later of the expiration of two (2) years Seller from the date of this Agreement directly or one (1) year after the termination date of the Greexx Xxxsulting Agreement, engage in indirectly continuing to operate its remaining businesses and providing its services and products to any business which calls upon, solicits, diverts customers or takes away any customer or customers of Purchaser or the Company clients in the Restricted Area for same manner as it has operated its remaining businesses during the purpose of selling or attempting to sell past year, except as set forth on Schedule 5.15 and (iii) shall not prohibit any successor to any of said customers any Safety-Kleen Corp.'s businesses (other han the Business) by sale, merger or otherwise from providing services and products or services similar to any products or services heretofore sold or provided to any of such its customers by Purchaser or the Company; andclients. (iiic) for For a period until the later of the expiration of six three (63) months from the date of this Agreement or six (6) months years after the termination date of the Greexx Xxxsulting AgreementClosing Date, engage in Seller shall not, directly or indirectly, recruit or otherwise solicit or induce any business which solicits any present person who is an employee of, or future employee of otherwise engaged by, Purchaser or the Company or initiates discussions with any such employee regarding to terminate his or her termination employment or resignation from employment other relationship with the Purchaser or the Company, so that such employee may accept employment with, or engagement as a partner, investor, shareholder, employee, agent or consultant with Greexx, xxrectly or indirectly, as specified abovePurchaser; provided, however, the foregoing shall not prohibit the Seller or any of its Affiliates from publishing any general public solicitation of employment opportunities or from hiring any person terminated by Purchaser after the Closing. (d) Other than as may be explicitly allowed by the Ancillary Agreements, for a period of three (3) years after the Closing Date, the Purchaser shall not directly or indirectly, own, manage, operate, control, be or remain employed or retained at, have any financial interest in, or otherwise be connected in any manner with the ownership, management, operation or control of any person, firm, partnership, corporation, or other entity that Greexx xxxll is engaged in any of the businesses (other than the Business) of the Seller immediately prior to the Closing Date (such businesses referred to as the "Retained Business"), provided that the Purchaser's covenants under this Section 5.15(d) (i) shall not be prohibited apply to the beneficial ownership of less than five percent (5%) of any class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (ii) shall not prohibit the Purchaser from directly or indirectly continuing to operate its remaining businesses in the same manner as it has operated its remaining businesses immediately prior to the Closing Date and (iii) shall not prohibit any Person acquiring any of Purchaser's businesses by sale, merger or otherwise from continuing to operate its businesses (other than the Business) as conducted prior to such Person becoming a successor. (e) For a period of three (3) years after the Closing Date, the Purchaser shall not, directly or indirectly, solicit, induce or attempt to solicit or induce, any Person or entity who at the time of Closing was a customer or client of the Retained Business (a "BSSD Customer"), to terminate his, her or its relationship with the Seller for any purpose, including, without limitation, the purpose of associating with or becoming a customer, whether or not exclusive, of the Purchaser or any entity of which the Purchaser is or becomes a partner, stockholder, principal, member, agent or trustee, or otherwise solicit, induce, or attempt to solicit or induce any such BSSD Customer to terminate his, her or its relationship with the Seller for any other purpose or no purpose, provided that this Section 5.15(b) (i) shall not apply to the beneficial ownership of less than five percent (5%) of any class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (ii) shall not prohibit the Purchaser from directly or indirectly continuing to operate its remaining businesses (other than the Business) and providing its services and products to any customers or clients in the same manner as it has operated its remaining businesses (other than the Business) prior to the Closing Date and (iii) shall not prohibit any successor to any of Purchaser's businesses by sale, merger or otherwise from providing services and products to any of its customers or clients or from continuing to operate its businesses (other than the Business) as conducted prior to such Person becoming a successor. (f) For a period of three (3) years after the Closing Date, the Purchaser shall not, directly or indirectly, recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Seller to terminate his or her employment or other relationship with the Seller; provided, however, the foregoing shall not prohibit the Purchaser or any of its Affiliates from publishing any general public solicitation of employment opportunities or from hiring any person terminated by the Seller after the Closing. (g) The parties to this Agreement from employing acknowledge and agree that the provisions of this Section 5.15 are a material inducement to the Seller and the Purchaser to enter into and perform their respective obligations under this Agreement, and for which the Purchaser and the Seller shall, at the Closing, have fully paid good and valuable consideration. The parties hereto further agree that, after the Closing, any breach by the Seller or soliciting the employment Purchaser of Dianx X. Xxxxxxx xx one or more of the employment provisions of any other employee that this Section 5.15 will cause damage to the Purchaser or the Company terminates so long Seller, as the case may be, in an amount that is likely to be difficult, if not impossible, for the parties to calculate accurately. Accordingly, the parties agree that, in the event of any breach by the Seller or the Purchaser of its obligations under this Section 5.15, the Purchaser or the Seller, as the case may be, shall be entitled to immediate and permanent injunctive relief to (i) enforce the provisions of this Section 5.15 in any court of competent jurisdiction, and (ii) in the case of a breach by the Seller, suspend or revoke the Seller's Intellectual Property rights under Section 1.1(b)(iv) of this Agreement. The Seller and the Purchaser further agree that, as of the Closing, the Seller's and the Purchaser's rights to enforce the provision of this Section 5.15 shall be fully paid for and enforceable without reference to any right of offset, counterclaim or the like, and that the Seller's and the Purchaser's obligations under this Section 5.15 shall not be deemed part of any executory contract between the parties, all such employment or solicitation of employment occurs after claims being hereby expressly waived by the date of such terminationSeller and the Purchaser.

Covenant Not to Compete; Non-Solicitation. For (a) In order that the Purchaser and in consideration the Parent may have and enjoy the benefit of the purchase by the Purchaser of the Shares pursuant to transactions contemplated in this Agreement, each of the Shareholders and the payments payable by the Purchaser pursuant to this Agreement, Jamex X. Xxxxxx, X.D., the principal shareholder and chief executive officer of the Company, Seller covenants and agrees that he shall notthat, for a period of five (5) years from the Closing Date (the “Restricted Period”), neither it nor any of its affiliates will, directly or indirectly, within any geographical area or territory in the United States, own, manage, operate or control, or participate in the ownership, management, operation or control of, or have any interest in, as an employera stockholder, consultantmember, creditordirector, investorgovernor, ownermanager, officer, employee, agent, principal, consultant or partner, shareholder, or through any other kind of ownership (other than ownership of securities of any publicly held entity in which Greexx, xxrectly or indirectly, in the aggregate beneficially owns less than two percent (2%) of any class of outstanding securities), or in any other representative or individual capacity, do any business of the following: (i) for a period until the later of the expiration of two (2) years from the date of this Agreement or one (1) year after the termination date of the Greexx Xxxsulting Agreement, engage in the operation or management of a mental health treatment unit or program operated type engaged in or in association with a general acute care hospital (contemplated by the "Business") in the continental United States (the "Restricted Area"); (ii) for a period until the later of the expiration of two (2) years from the date of this Agreement or one (1) year after the termination date of the Greexx Xxxsulting Agreement, engage in any business which calls upon, solicits, diverts or takes away any customer or customers of Purchaser or the Company in the Restricted Area for the purpose of selling or attempting to sell to any of said customers any products or services similar to any products or services heretofore sold or provided to any of such customers by Purchaser or the Company; and (iii) for a period until the later of the expiration of six (6) months from the date of this Agreement or six (6) months after the termination date of the Greexx Xxxsulting Agreement, engage in any business which solicits any present or future employee of Purchaser or the Company or initiates discussions with any such employee regarding his or her termination or resignation from employment with the Purchaser or the Company, so that such employee may accept employment with, or engagement as a partner, investor, shareholder, employee, agent or consultant with Greexx, xxrectly or indirectly, as specified above; provided, however, that Greexx xxxll not be prohibited nothing contained herein will prohibit any Shareholder or the Seller from owning less than 5% of any class of securities listed on a national securities exchange or traded publicly in the over-the-counter market. (b) During the Restricted Period, neither the Shareholders, the Seller nor any of their respective affiliates will call upon, solicit, contact or serve: (i) any of the then-existing clients, customers, vendors or suppliers of the Business; (ii) any clients, customers, vendors or suppliers that have had a relationship with the Shareholders or the Seller relating to the Business during the preceding twelve (12) months; or (iii) any potential clients, customers, vendors or suppliers that were solicited by this Agreement from employing the Shareholders or the Seller in connection with the Business during the preceding twelve (12) months. (c) During the Restricted Period, neither the Shareholders, the Seller nor any of their respective affiliates will employ or attempt to employ (by soliciting or assisting anyone else in the employment solicitation of) any of Dianx X. Xxxxxxx xx the employment Selected Employees or the Purchaser’s or the Parent’s then employees on behalf of any other employee that entity, whether or not such entity competes with the Seller, the Purchaser or the Company terminates so long Parent. (d) The invalidity or unenforceability of any provision of this Section 4.14, in whole or by virtue of the following sentence in part, will not affect the validity or enforceability of any other provision of this Section 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 employment or solicitation 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 possible. Each of employment occurs after the date Shareholders and the Seller acknowledges that any violation of any of the provisions of Section 4.14(a) is likely to cause irreparable damage to the Purchaser and the Parent and it is agreed that the Purchaser and the Parent will be entitled to equitable relief, including injunction and specific performance, in the event of any violation of such terminationprovision.

Covenant Not to Compete; Non-Solicitation. For and (a) Other than as may be explicitly allowed by the Ancillary Agreements, for a period of three (3) years after the Closing Date, the Seller shall not directly or indirectly, own, manage, operate, control, be or remain employed or retained at, have any financial interest in, or otherwise be connected in consideration any manner with the ownership, management, operation or control of any person, firm, partnership, corporation, or other entity that is engaged in the Business or any business substantially similar to the Business, provided that the Seller’s covenants under this Section 5.15(a) (i) shall not apply to the beneficial ownership of less than five percent (5%) of any class of securities registered pursuant to Section 12 of the purchase Securities Exchange Act of 1934, as amended, (ii) shall not prohibit the Seller from directly or indirectly continuing to operate its remaining businesses in the same manner as it has operated its remaining businesses during the past year, except as set forth on Schedule 5.15 and (iii) shall not prohibit any Person acquiring any of Safety-Kleen Corp.’s businesses (other than the Business) by sale, merger or otherwise from continuing to operate its businesses (other than the Purchaser BSSD) as conducted prior to such Person becoming a successor. (b) For a period of three (3) years after the Shares pursuant to this Agreement, and the payments payable by the Purchaser pursuant to this Agreement, Jamex X. Xxxxxx, X.D.Closing Date, the principal shareholder and chief executive officer of the Company, covenants and agrees that he Seller shall not, directly or indirectly, as an employersolicit, consultantinduce or attempt to solicit or induce, creditorany Person or entity who at the time of Closing was a customer or client of the Business (a “Customer”), investorto terminate his, ownerher or its relationship with the Purchaser for any purpose, agentincluding, without limitation, the purpose of associating with or becoming a Customer, whether or not exclusive, of the Seller or any entity of which the Seller is or becomes a partner, stockholder, principal, partnermember, shareholderagent or trustee, or through otherwise solicit, induce, or attempt to solicit or induce any such Customer to terminate his, her or its relationship with the Purchaser for any other kind of ownership purpose or no purpose, provided that this Section 5.15(b) (other than i) shall not apply to the beneficial ownership of securities of any publicly held entity in which Greexx, xxrectly or indirectly, in the aggregate beneficially owns less than two five percent (25%) of any class of outstanding securities), or in any other representative or individual capacity, do any securities registered pursuant to Section 12 of the following: (i) for a period until the later Securities Exchange Act of the expiration of two (2) years from the date of this Agreement or one (1) year after the termination date of the Greexx Xxxsulting Agreement1934, engage in the operation or management of a mental health treatment unit or program operated in or in association with a general acute care hospital (the "Business") in the continental United States (the "Restricted Area"); as amended, (ii) for a period until shall not prohibit the later of the expiration of two (2) years Seller from the date of this Agreement directly or one (1) year after the termination date of the Greexx Xxxsulting Agreement, engage in indirectly continuing to operate its remaining businesses and providing its services and products to any business which calls upon, solicits, diverts customers or takes away any customer or customers of Purchaser or the Company clients in the Restricted Area for same manner as it has operated its remaining businesses during the purpose of selling or attempting to sell past year, except as set forth on Schedule 5.15 and (iii) shall not prohibit any successor to any of said customers any Safety-Kleen Corp.’s businesses (other than the Business) by sale, merger or otherwise from providing services and products or services similar to any products or services heretofore sold or provided to any of such its customers by Purchaser or the Company; andclients. (iiic) for For a period until the later of the expiration of six three (63) months from the date of this Agreement or six (6) months years after the termination date of the Greexx Xxxsulting AgreementClosing Date, engage in Seller shall not, directly or indirectly, recruit or otherwise solicit or induce any business which solicits any present person who is an employee of, or future employee of otherwise engaged by, Purchaser or the Company or initiates discussions with any such employee regarding to terminate his or her termination employment or resignation from employment other relationship with the Purchaser or the Company, so that such employee may accept employment with, or engagement as a partner, investor, shareholder, employee, agent or consultant with Greexx, xxrectly or indirectly, as specified abovePurchaser; provided, however, the foregoing shall not prohibit the Seller or any of its Affiliates from publishing any general public solicitation of employment opportunities or from hiring any person terminated by Purchaser after the Closing. (d) Other than as may be explicitly allowed by the Ancillary Agreements, for a period of three (3) years after the Closing Date, the Purchaser shall not directly or indirectly, own, manage, operate, control, be or remain employed or retained at, have any financial interest in, or otherwise be connected in any manner with the ownership, management, operation or control of any person, firm, partnership, corporation, or other entity that Greexx xxxll is engaged in any of the businesses (other than the Business) of the Seller immediately prior to the Closing Date (such businesses referred to as the “Retained Business”), provided that the Purchaser’s covenants under this Section 5.15(d) (i) shall not be prohibited apply to the beneficial ownership of less than five percent (5%) of any class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (ii) shall not prohibit the Purchaser from directly or indirectly continuing to operate its remaining businesses in the same manner as it has operated its remaining businesses immediately prior to the Closing Date and (iii) shall not prohibit any Person acquiring any of Purchaser’s businesses by sale, merger or otherwise from continuing to operate its businesses (other than the Business) as conducted prior to such Person becoming a successor. (e) For a period of three (3) years after the Closing Date, the Purchaser shall not, directly or indirectly, solicit, induce or attempt to solicit or induce, any Person or entity who at the time of Closing was a customer or client of the Retained Business (a “BSSD Customer”), to terminate his, her or its relationship with the Seller for any purpose, including, without limitation, the purpose of associating with or becoming a customer, whether or not exclusive, of the Purchaser or any entity of which the Purchaser is or becomes a partner, stockholder, principal, member, agent or trustee, or otherwise solicit, induce, or attempt to solicit or induce any such BSSD Customer to terminate his, her or its relationship with the Seller for any other purpose or no purpose, provided that this Section 5.15(b) (i) shall not apply to the beneficial ownership of less than five percent (5%) of any class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (ii) shall not prohibit the Purchaser from directly or indirectly continuing to operate its remaining businesses (other than the Business) and providing its services and products to any customers or clients in the same manner as it has operated its remaining businesses (other than the Business) prior to the Closing Date and (iii) shall not prohibit any successor to any of Purchaser’s businesses by sale, merger or otherwise from providing services and products to any of its customers or clients or from continuing to operate its businesses (other than the Business) as conducted prior to such Person becoming a successor. (f) For a period of three (3) years after the Closing Date, the Purchaser shall not, directly or indirectly, recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Seller to terminate his or her employment or other relationship with the Seller; provided, however, the foregoing shall not prohibit the Purchaser or any of its Affiliates from publishing any general public solicitation of employment opportunities or from hiring any person terminated by the Seller after the Closing. (g) The parties to this Agreement from employing acknowledge and agree that the provisions of this Section 5.15 are a material inducement to the Seller and the Purchaser to enter into and perform their respective obligations under this Agreement, and for which the Purchaser and the Seller shall, at the Closing, have fully paid good and valuable consideration. The parties hereto further agree that, after the Closing, any breach by the Seller or soliciting the employment Purchaser of Dianx X. Xxxxxxx xx one or more of the employment provisions of any other employee that this Section 5.15 will cause damage to the Purchaser or the Company terminates so long Seller, as the case may be, in an amount that is likely to be difficult, if not impossible, for the parties to calculate accurately. Accordingly, the parties agree that, in the event of any breach by the Seller or the Purchaser of its obligations under this Section 5.15, the Purchaser or the Seller, as the case may be, shall be entitled to immediate and permanent injunctive relief to (i) enforce the provisions of this Section 5.15 in any court of competent jurisdiction, and (ii) in the case of a breach by the Seller, suspend or revoke the Seller’s Intellectual Property rights under Section 1.1(b)(iv) of this Agreement. The Seller and the Purchaser further agree that, as of the Closing, the Seller’s and the Purchaser’s rights to enforce the provision of this Section 5.15 shall be fully paid for and enforceable without reference to any right of offset, counterclaim or the like, and that the Seller’s and the Purchaser’s obligations under this Section 5.15 shall not be deemed part of any executory contract between the parties, all such employment or solicitation of employment occurs after claims being hereby expressly waived by the date of such terminationSeller and the Purchaser.

Covenant Not to Compete; Non-Solicitation. For and in In consideration of the purchase transactions contemplated by the Purchaser of the Shares pursuant to this Agreement, and in order to protect and preserve the payments payable by legitimate business interests of the Purchaser pursuant to this Agreement, Jamex X. Xxxxxx, X.D.Buyer, the principal shareholder Seller agrees as follows: 9.1. During the Restricted Period, except as otherwise provided under the Grant Back License, the Seller shall not, and chief executive officer shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Restricted Area; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Restricted Area in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the CompanyBuyer after the Closing), covenants or any other Person who has a material business relationship with the Buyer, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, the Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if the Seller is not a controlling Person of, or a member of a group which controls, such Person and agrees that he shall does not, directly or indirectly, as an employer, consultant, creditor, investor, owner, agent, principal, partner, shareholder, own 1% or through any other kind of ownership (other than ownership of securities of any publicly held entity in which Greexx, xxrectly or indirectly, in the aggregate beneficially owns less than two percent (2%) more of any class of outstanding securities)securities of such Person. 9.2. During the Restricted Period, the Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer or is or was employed by the Buyer (including its Affiliates) during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in any other representative this Section 9.2 shall prevent the Seller or individual capacity, do any of the following: its Affiliates from hiring (i) for a period until the later of the expiration of two any employee whose employment has been terminated by Buyer or (2ii) years after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. 9.3. The Seller acknowledges that a breach or threatened breach of this Section 9 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). 9.4. The Seller acknowledges that the restrictions contained in this Section 9 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 9 should ever be adjudicated to exceed the time, geographic, product or one (1) year after the termination date of the Greexx Xxxsulting Agreement, engage in the operation service or management of a mental health treatment unit or program operated in or in association with a general acute care hospital (the "Business") in the continental United States (the "Restricted Area"); (ii) for a period until the later of the expiration of two (2) years from the date of this Agreement or one (1) year after the termination date of the Greexx Xxxsulting Agreement, engage other limitations permitted by applicable Law in any business which calls uponjurisdiction, solicitsthen any court is expressly empowered to reform such covenant, diverts and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or takes away service or other limitations permitted by applicable Law. The covenants contained in this Section 9 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any customer such covenant or customers of Purchaser provision as written shall not invalidate or render unenforceable the Company in the Restricted Area for the purpose of selling remaining covenants or attempting to sell to provisions hereof, and any of said customers any products such invalidity or services similar to any products or services heretofore sold or provided to any of such customers by Purchaser or the Company; and (iii) for a period until the later of the expiration of six (6) months from the date of this Agreement or six (6) months after the termination date of the Greexx Xxxsulting Agreement, engage unenforceability in any business which solicits any present jurisdiction shall not invalidate or future employee of Purchaser render unenforceable such covenant or the Company or initiates discussions with any such employee regarding his or her termination or resignation from employment with the Purchaser or the Company, so that such employee may accept employment with, or engagement as a partner, investor, shareholder, employee, agent or consultant with Greexx, xxrectly or indirectly, as specified above; provided, however, that Greexx xxxll not be prohibited by this Agreement from employing or soliciting the employment of Dianx X. Xxxxxxx xx the employment of provision in any other employee that the Purchaser or the Company terminates so long as such employment or solicitation of employment occurs after the date of such terminationjurisdiction.