Covenant Not to Compete With the Business. As an inducement to the Purchaser to acquire the Stock, Arai agrees that, except as otherwise permitted herein, effective as of the Closing Date and for a period of three years thereafter, he and his Affiliates shall not, without the consent of Purchaser, directly engage in the manufacture of (i) couplings and accessories used for oilfield tubular goods or (ii) products of a type currently manufactured by the Company or any of its Subsidiaries. Aria acknowledges that a remedy at law for any breach or attempted breach of this Section 6.6 will be inadequate and further agrees that any breach of this Section 6.6 will result in irreparable harm to Purchaser and Purchaser shall, in addition to any other remedy that may be available to it, be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach. Arai acknowledges that this covenant not to compete is being provided as an inducement to the Purchaser to acquire the Company Stock and that this Section 6.6 contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect the goodwill or other business interest of Purchaser. Whenever possible, each provision of this Section 6.6 shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Section 6.6 shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Section 6.6. If any provision of this Section 6.6 shall, for any reason, be judged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Section 6.6 but shall be confined in its operation to the provision of this Section 6.6 directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this Section 6.6 should ever be deemed to exceed the time or geographic limitations permitted by applicable laws, then such provision shall be reformed to the maximum time or geographic limitations permitted by applicable law. Notwithstanding anything to the contrary contained in this Section 6.6, Purchaser acknowledges that Arai owns a minority interest in Arai Iron Works Co. Ltd. ("AIW") which may compete with Company and it...
Covenant Not to Compete With the Business. Each of (i) the First Reserve Fund, on behalf of itself and any other private equity fund currently under common control with the First Reserve Fund ("Affiliated Funds") or any entity in which the First Reserve Fund or any Affiliate Fund owns more than 50% of the outstanding voting securities or has the ability to appoint a majority of the board of directors or similar body (a "Control Investment," and with the First Reserve Fund and the Affiliated Funds, the "First Reserve Entities") and (ii) the other Sellers on behalf of themselves and their respective Affiliates (together with the First Reserve Entities, the "Non-Compete Parties") agrees that, effective as of the Closing Date and for a period of two (2) years thereafter, none of the Non-Compete Parties shall, without the consent of Buyer, directly or indirectly, design, develop, market, produce, manufacture, rent, provide or sell any products or services currently provided by the Company or any Company Subsidiary in any geographic location in which the Company or any Company Subsidiary currently conducts its business or operations or solicit any customers of the Company or any Company Subsidiary regarding the same or, except for the benefit of Buyer and its Affiliates, assist any Person to do the same; provided, that the foregoing provisions of this sentence shall not apply to (x) any existing business of the First Reserve Entities; (y) any business acquired by a First Reserve Entity after the date hereof (an "Acquired Business"), to the extent that the revenues from the portion of the Acquired Business that would otherwise violate the foregoing provisions represent less than 25% of the overall revenues of the Acquired Business; (z) an Acquired Business, if the acquiring First Reserve Entity or Entities divests within six (6) months the portion of the Acquired Business such that the Acquired Business then satisfies clause (y) above. Each of the Sellers acknowledges that a remedy at Law for any breach or attempted breach of this Section 4.7 will be inadequate and further agrees that any breach of this Section 4.7 will result in irreparable harm to the Company and Buyer, and, accordingly, Buyer, shall, in addition to any other remedy that may be available to it, be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach. Each of the Sellers acknowledges that this covenant not to compete is being provided as an inducement to Buyer to acquir...
Covenant Not to Compete With the Business. The Seller and the Shareholders covenant and agree that, effective as of the Closing Date and for a period of five (5) years thereafter, the Seller and the Shareholders shall not, without the consent of the Buyer, directly or indirectly, (i) design, develop, market, produce, manufacture or provide any product, good or service that competes with the Business in Colorado, Nebraska and Wyoming, (ii) make any contact with, for the purpose of transacting any business competitive to the Business, with any Person which was a customer of Seller at any time in the five (5) years prior to the Closing Date (“Company’s Customers”), (iii) attempt to direct or take away the business or patronage of any of the Company’s Customers or suppliers, (iv) attempt to have any dealings with the Company’s Customers or suppliers for the purpose of attempting to secure such customers or suppliers or their patronage in competition with the Business, (v) solicit, hire away or attempt to solicit or hire away to any firm or entity engaged in the Business, any person presently employed by Seller, (vi) engage in the Business, (vii) interfere with or molest the business, trade, goodwill, suppliers or customers of the Seller, (viii) directly or indirectly, own, invest in, manage, operate, control, be employed by, consult with or be an agent for, engage or participate in the ownership, management, operation, control or any other engagement of, any business, whether in corporate, proprietorship or partnership form or any other business form, engage in the business of distribution of industrial products or in any business that competes with the Business, or (ix) use for Seller’s or Shareholders’ own benefit or the benefit of another or disclose, disseminate, or distribute to another, any trade secrets of the Business. The Seller and the Shareholders acknowledge that a remedy at law for any breach or attempted breach of this Section 7.10 will be inadequate and they further agree that any breach of this Section 7.10 will result in irreparable harm to the Business and to the Buyer and in addition to any other remedy that may be available to Buyer, Buyer shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach. The Seller and the Shareholders acknowledge that this covenant not to compete is being provided as an inducement to the Buyer to acquire the Business and the Transferred Assets and that this Section 7.10 contains reas...
Covenant Not to Compete With the Business. Each of the Shareholders agrees that, effective as of the Closing Date, for a period of five years thereafter in all jurisdictions other than Louisiana, which shall be applicable for two years only, such Shareholder will not, and will cause each of his Affiliates to not,
Covenant Not to Compete With the Business. Each of the Shareholders agrees that, effective as of the Closing Date and for a period of three years thereafter, neither such Shareholder nor such Shareholder's Affiliates shall, without the consent of Buyer, directly or indirectly, design, develop, market, produce, manufacture or provide any product, good or service that competes with the business conducted by any Company or its Subsidiaries as of the date of this Agreement in any geographic location in the world except for the account of Buyer and its Affiliates. Each Shareholder acknowledges that a remedy at law for any breach or attempted breach of this Section 4.6 will be inadequate and further agree that any breach of this Section 4.6 will result in irreparable harm to the Companies and the Subsidiaries, and, accordingly, Buyer and the Companies and their Subsidiaries shall, in addition to any other remedy that may be available to any of them, be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach. Each Shareholder acknowledges that this covenant not to compete is being provided as an inducement to Buyer to acquire the Shares from such Shareholder and that this Section 4.6 contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect the goodwill or other business interest of Buyer and the Companies and their Subsidiaries. Whenever possible, each provision of this
Covenant Not to Compete With the Business. (a) As an inducement for the Buyers to acquire the Business and in consideration of the payments made by Buyers hereunder, each of the Sellers, the Shareholder, their respective affiliates and William M. Addy, Donald F. Moorehead, Jr., Raymond Cash, William W. Sxxxxxx, Xx., xxd Xxxxx X. Xxxxxx (xxx "Xxstxxxxxx Xxxxxes") xxxxxxx xxx xxxxxxxxy agrex xxxx xxx x xxriod of five (5) years from the Closing Date, the Restricted Parties will not, directly or indirectly, other than as part of a contract with a state, city, town or community entity in solid waste markets (a "Governmental Contract") or as a holder of an equity or other security interest in a public company that does not exceed five percent (5%) of its total outstanding voting stock or without the consent of the Buyers:
Covenant Not to Compete With the Business. As an inducement to the Buyer to acquire the Business, each of Weatxxxxxxx xxx the Seller agree that, except as otherwise permitted herein or Exhibit A hereto, effective as of the Closing Date and for a period of three years thereafter, it and its Affiliates shall not, without the consent
Covenant Not to Compete With the Business. (a) As an inducement for the Acquiror to acquire the Company, Tulsa and Holdings agree that, effective as of the Closing Date and until the earlier of (i) two years from the date thereof and (ii) such shorter period as may be permitted by applicable law, neither Tulsa nor Holdings shall, without the consent of the Acquiror, directly or indirectly, engage in any activity in competition with the Company, including the design, development, marketing, producing, manufacturing, selling, renting, distributing or repairing any products of the type now manufactured or sold by the Company or providing services related thereto in the Geographic Area, or, except for the benefit of the Acquiror and its Affiliates, assist any Person to do the same.
Covenant Not to Compete With the Business. (a) Seller agrees that, effective as of the Closing Date and for a period of five years thereafter, no member of the Selling Group or any of their respective current and future Affiliates shall, without written consent of E21, directly or indirectly, alone or with others, conduct, participate in, invest in or engage in any business that competes with the Business anywhere in the world
Covenant Not to Compete With the Business. (a) For a period of thirty-six (36) months immediately following the Closing Date (the “Restricted Period”), no Seller shall, either directly or indirectly, in the “Restricted Area”:
