Common use of Covenant Not to Compete With the Business Clause in Contracts

Covenant Not to Compete With the Business. The Seller and each of the Shareholders agree that, effective as of the Closing Date and for a period of five years thereafter, none of the Seller, the Shareholders, nor any of their respective Affiliates shall, without the consent of the Buyer, directly or indirectly, design, develop, market, produce, manufacture, rent, sell or provide trenchless drill pipe or oilfield tubular accessories or provide related products or services in any geographical area of the world, or, except for the benefit of Buyer and its Affiliates, assist any Person to do the same. The Seller and each of the Shareholders acknowledge that a remedy at law for any breach or attempted breach of this Section 5.8 will be inadequate and further agree that any breach of this Section 5.8 will result in irreparable harm to the Buyer and the 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 and shall be entitled to terminate the Seller Group's registration rights under Article 4. The Seller and each of the Shareholders acknowledge that this covenant not to compete is being provided as an inducement to the Buyer to acquire the Transferred Assets and that this Section 5.8 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 the Buyer. Whenever possible, each provision of this Section 5.8 shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this Section 5.8 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 5.8. If any provision of this Section 5.8 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 5.8 but shall be confined in its operation to the provision of this Section 5.8 directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this Section 5.8 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.

Covenant Not to Compete With the Business. The As an inducement for the Buyer to acquire the Business, the Seller and each of the Shareholders agree that, effective as of the Closing Date and for a period of five three years thereafter, none of the Seller, the Shareholders, Shareholders nor any of their respective Affiliates Affiliates, including the Affiliated Company, shall, without the consent of the BuyerBuyer or as expressly permitted in the Supply Agreement, directly or indirectly, design, develop, market, produce, manufacture, rent, sell or provide trenchless drill pipe any compressors, UBD Chemicals (as defined in the Supply Agreement) or oilfield tubular accessories software for use in underbalanced drilling applications, or engage in engineering activities or provide services related products or services thereto, in any geographical area of the world, or, except for the benefit of Buyer and its Affiliates, assist any Person to do the same. The Seller and each of the Shareholders acknowledge that a remedy at law for any breach or attempted breach of this Section 5.8 will be inadequate and further agree that any breach of this Section 5.8 will result in irreparable harm to the Buyer Business and the 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 and shall be entitled to terminate the Seller Group's registration rights under Article 4breach. The Seller and each of 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 5.8 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 the Buyer. Whenever possible, each provision of this Section 5.8 shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this Section 5.8 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 5.8. If any provision of this Section 5.8 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 5.8 but shall be confined in its operation to the provision of this Section 5.8 directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this Section 5.8 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.be

Covenant Not to Compete With the Business. The (a) Seller and each of the Shareholders agree agrees that, effective as of the Closing Date and for a period of five years thereafter, none no member of the Seller, the Shareholders, nor Selling Group or any of their respective current and future Affiliates shall, without the written consent of the BuyerE21, directly or indirectly, designalone or with others, developconduct, marketparticipate in, produce, manufacture, rent, sell invest in or provide trenchless drill pipe or oilfield tubular accessories or provide related products or services engage in any geographical area business that competes with the Business anywhere in the world (b) Each member of the world, or, except for the benefit of Buyer and its Affiliates, assist any Person to do the same. The Seller and each of the Shareholders acknowledge Selling Group acknowledges that a remedy at law for any breach or attempted breach of this Section 5.8 will be inadequate and further agree that any breach of this Section 5.8 will result in irreparable harm to the Buyer and the 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 and shall be entitled to terminate the Seller Group's registration rights under Article 4. The Seller and each of the Shareholders acknowledge that this his covenant not to compete is being provided as an inducement to the Buyer E21 to acquire the Business and the Transferred Assets Technology and that this Section 5.8 5.12 contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do and does not impose a greater restraint than is reasonably necessary to protect the goodwill goodwill, technology or other business interest interests of E21. (c) In addition to the restrictions set forth in paragraph (a) of this Section 5.12, each member of the BuyerSelling Group 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 or future Affiliates shall, either directly or indirectly, (i) make known to any person, firm or corporation that is engaged in the Business, the names and addresses of any of the customers or agents of the Business or E21 or any of E21's Affiliates or any other information pertaining to such persons, (ii) call on, solicit or sell to, or attempt to call on, solicit or sell to, any of the customers or agents of the Business whether for that member of the Selling Group or for any other person, firm or corporation within any jurisdiction in which E21 or any of their Affiliates is conducting or has conducted the Business, provided, that a general advertisement in the public media shall not constitute a violation of this Section 5.12. (d) Each member of the Selling Group further acknowledges that a remedy at law for any breach or attempted breach of this Section 5.12 will be inadequate and further agrees that any breach of this Section 5.12 will result in irreparable harm to the Business; and the member covenants and agrees that neither it nor any of its Affiliates will oppose any demand for specific performance and injunctive and other equitable relief in the case of any beach or attempted breach. Notwithstanding anything in this Agreement to the contrary, E21 may seek enforcement of this covenant not to compete through judicial process without the necessity of posting bond or other security and without the necessity of complying with the provisions of Article 11 regarding resolution of disputes, which shall not apply to this Section 5.12. (e) Whenever possible, each provision of this Section 5.8 5.12 shall be interpreted in such a manner as to be effective and valid under applicable law law, but if any provision of this Section 5.8 5.12 shall be prohibited by or invalid under applicable law, such the provision shall be ineffective to the extent of such the prohibition or of invalidity, without invalidating the remaining provisions of this Section 5.85.12. If any provision of this Section 5.8 5.12 shall, for any reason, be judged by any court of competent jurisdiction to be invalid or unenforceable, such the judgment shall not affect, impair or invalidate the remainder of this Section 5.8 5.12. but shall be confined in its operation to the provision of this Section 5.8 5.12 directly involved in the controversy in which such the judgment shall have been rendered. In the event that If the provisions of this Section 5.8 5.12 should ever be deemed to exceed the time or geographic limitations permitted by applicable lawsLaws, then such the provision shall be reformed to the maximum time or geographic limitations permitted by applicable lawLaw.

Covenant Not to Compete With the Business. The Seller and As an inducement for the Buyer to acquire the Transferred Assets, each of the Shareholders agree LTI, Sub, Xx. Xxxxxx Xxx-Ngai Au and Mr. Xxxxx Xxxx agrees that, effective as of the Closing Date and for a period of five years thereafter, none of the SellerLTI, the ShareholdersSub, Xx. Xxxxxx Xxx-Ngai Au or Mr. Xxxxx Xxxx nor any of their respective Affiliates shall, without the prior written consent of the BuyerBuyer (except as an employee of the Buyer or its Affiliates, if any Stockholder is subsequently employed by the Buyer or its Affiliates), directly or indirectly, design, develop, market, produce, manufacture, rent, sell or provide trenchless drill pipe or oilfield tubular accessories or provide related services with respect to any seismic cable connector products or services related seismic data acquisition products in any geographical area of the worldNorth, Central or South America, or, except for the benefit of Buyer and its Affiliates, assist any Person to do the same. The Seller Each of LTI, Sub, Xx. Xxxxxx Xxx-Ngai Au and each of the Shareholders acknowledge Mr. Xxxxx Xxxx acknowledges that a remedy at law for any breach or attempted breach of this Section 5.8 4.7 will be inadequate and further agree that any breach of this Section 5.8 4.7 will result in irreparable harm to the Buyer Business and the 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 breach. Each of LTI, Sub, Xx. Xxxxxx Xxx-Ngai Au and shall be entitled to terminate the Seller Group's registration rights under Article 4. The Seller and each of the Shareholders Mr. Xxxxx Xxxx 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 5.8 4.7 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 the Buyer. Whenever possible, each provision of this Section 5.8 4.7 shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this Section 5.8 4.7 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 5.84.7. If any provision of this Section 5.8 4.7 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 5.8 4.7 but shall be confined in its operation to the provision of this Section 5.8 4.7 directly involved in the controversy in which such judgment shall have been rendered. In the event that If the provisions of this Section 5.8 4.7 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.

Covenant Not to Compete With the Business. The Seller and each Each of the Shareholders agree agrees that, effective as of the Closing Date and for a period of five years thereafter, none of the Seller, the Shareholders, neither such Shareholder nor any of their respective such Shareholder's Affiliates shall, without the consent of the Buyer, directly or indirectly, design, develop, market, produce, manufacture, rent, sell manufacture or provide trenchless drill pipe any product, good or oilfield tubular accessories service that competes with the business conducted by the Company or provide related products or services its Subsidiaries in any geographical area geographic location in the world in which the Company conducts its business as of the world, or, date hereof except for the benefit account of Buyer and its Affiliates, assist any Person to do the same. The Seller and each of the Shareholders acknowledge Each Shareholder acknowledges that a remedy at law for any breach or attempted breach of this Section 5.8 4.6 will be inadequate and further agree that any breach of this Section 5.8 4.6 will result in irreparable harm to the Company and the Subsidiaries, and, accordingly, Buyer and the Buyer Company and their Subsidiaries shall, in addition to any other remedy that may be available to itany of them, be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach and shall be entitled to terminate the Seller Group's registration rights under Article 4breach. The Seller and each of the Shareholders acknowledge Each Shareholder acknowledges that this covenant not to compete is being provided as an inducement to the Buyer to acquire the Transferred Assets Shares from such Shareholder and that this Section 5.8 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 BuyerCompany and its Subsidiaries. Whenever possible, each provision of this Section 5.8 4.6 shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this Section 5.8 4.6 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 5.84.6. If any provision of this Section 5.8 4.6 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 5.8 4.6 but shall be confined in its operation to the provision of this Section 5.8 4.6 directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this Section 5.8 4.6 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.

Covenant Not to Compete With the Business. The Seller As an inducement for the Buyer to acquire the Business, each of the Sellers and each of the Shareholders agree that, effective as of the Closing Date and for a period of five years thereafter, none of the SellerSellers, the Shareholders, Shareholders nor any of their respective Affiliates shall, without the consent of the Buyer, directly or indirectly, designdevelop, developformulate, blend, manufacture, distribute, market, produce, manufacture, rent, sell or provide trenchless drill pipe or specialty chemicals for use in the oilfield tubular accessories or provide related products or and gas services industry in any geographical area of the world, or, except for the benefit of Buyer and its Affiliates, assist any Person to do the same; provided, however, Buyer consents to the loan in the principal amount of $75,000 made by a CWII Shareholder to Bio-Science Corporation and the continuation of Sellers' operations at 5605 Grand Avenue, Neville Island, Pennsylvania, through March 31, 2000 xx xxxx xxxxxxx xxxx xx xxxxx Xxxxxxx xxx xx able to wind up such operations. The Seller Each of the Sellers and each of the Shareholders acknowledge that a remedy at law for any breach or attempted breach of this Section 5.8 will be inadequate and further agree that any breach of this Section 5.8 will result in irreparable harm to the Buyer Business and the 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 and shall be entitled to terminate breach. Each of the Seller Group's registration rights under Article 4. The Seller Sellers and each of 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 5.8 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 the Buyer. Whenever possible, each provision of this Section 5.8 shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this Section 5.8 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 5.8. If any provision of this Section 5.8 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 5.8 but shall be confined in its operation to the provision of this Section 5.8 directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this Section 5.8 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.

Covenant Not to Compete With the Business. The Seller and each of the Shareholders agree Each Shareholder agrees that, effective as of the Closing Date and for a period of five years thereafter, none of the Seller, the Shareholders, neither such Shareholder nor any of their respective its Affiliates thereof shall, without the consent of the Buyer, directly or indirectly, design, develop, market, produce, manufacture, rent, distribute, repair, provide or sell any hammer (hydraulic, diesel, steam or provide trenchless drill pipe otherwise), welding, crane or oilfield tubular accessories or provide related products or related services in any geographical area of geographic location in the world, world or, except for the benefit of the Buyer and its Affiliates, assist any Person to do the same. The Seller and each of the Shareholders acknowledge Each Shareholder acknowledges that a remedy at law for any breach or attempted breach of this Section 5.8 4.8 will be inadequate and further agree agrees that any breach of this Section 5.8 4.8 will result in irreparable harm to the Buyer Company and the Buyer Buyer, and, accordingly, the 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 and shall be entitled to terminate the Seller Group's registration rights under Article 4breach. The Seller and each Each of the Shareholders acknowledge acknowledges that this covenant not to compete is being provided as an inducement to the Buyer to acquire the Transferred Assets Shares and that this Section 5.8 4.8 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 the Buyer. Whenever possible, each provision of this Section 5.8 4.8 shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this Section 5.8 4.8 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 5.84.8. If any provision of this Section 5.8 4.8 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 5.8 4.8 but shall be confined in its operation to the provision of this Section 5.8 4.8 directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this Section 5.8 4.8 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.

Covenant Not to Compete With the Business. The Seller Each of (i) the First Reserve Fund, on behalf of itself and each 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 Shareholders agree 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 five two (2) years thereafter, none of the Seller, the Shareholders, nor any of their respective Affiliates Non-Compete Parties shall, without the consent of the Buyer, directly or indirectly, design, develop, market, produce, manufacture, rent, provide or sell or provide trenchless drill pipe or oilfield tubular accessories or provide related any products or services currently provided by the Company or any Company Subsidiary in any geographical area geographic location in which the Company or any Company Subsidiary currently conducts its business or operations or solicit any customers of the world, 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. The Seller and each ; provided, that the foregoing provisions of this sentence shall not apply to (x) any existing business of the Shareholders acknowledge 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 Law for any breach or attempted breach of this Section 5.8 4.7 will be inadequate and further agree agrees that any breach of this Section 5.8 4.7 will result in irreparable harm to the Buyer Company and the Buyer 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 and shall be entitled to terminate the Seller Group's registration rights under Article 4breach. The Seller and each Each of the Shareholders acknowledge Sellers acknowledges that this covenant not to compete is being provided as an inducement to the Buyer to acquire the Transferred Assets Initial Shares and that this Section 5.8 4.7 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 the Buyer. Whenever possible, each provision of this Section 5.8 4.7 shall be interpreted in such a manner as to be effective and valid under applicable law Law but if any provision of this Section 5.8 4.7 shall be prohibited by or invalid under applicable lawLaw, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Section 5.84.7. If any provision of this Section 5.8 4.7 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 5.8 4.7 but shall be confined in its operation to the provision of this Section 5.8 4.7 directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this Section 5.8 4.7 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. The provisions of this Section 4.7 shall be in addition to and shall not limit or be limited by the provisions of any other agreement to which the Company or any Affiliate, on the one hand, and any Seller or an Affiliate, on the other hand, are parties.