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

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 its Subsidiaries and that Arai shall be able to consult with and provide guidance to the management of AIW but shall not serve as an employee, officer or director of AIW.

Covenant Not to Compete With the Business. As an inducement to for the Purchaser Buyer to acquire the StockTransferred Assets, Arai each of LTI, Sub, Xx. Xxxxxx Xxx-Ngai Au and Mr. Xxxxx Xxxx agrees that, except as otherwise permitted herein, effective as of the Closing Date and for a period of three five years thereafter, he and his none of LTI, Sub, Xx. Xxxxxx Xxx-Ngai Au or Mr. Xxxxx Xxxx nor any of their respective Affiliates shall notshall, without the prior written consent of Purchaserthe Buyer (except as an employee of the Buyer or its Affiliates, if any Stockholder is subsequently employed by the Buyer or its Affiliates), directly engage or indirectly, design, develop, market, produce, manufacture, sell or provide services with respect to any seismic cable connector products or related seismic data acquisition products in any geographical area of North, Central or South America, or, except for the manufacture benefit of (i) couplings Buyer and accessories used for oilfield tubular goods or (ii) products its Affiliates, assist any Person to do the same. Each of a type currently manufactured by the Company or any of its SubsidiariesLTI, Sub, Xx. Aria Xxxxxx Xxx-Ngai Au and Mr. Xxxxx Xxxx acknowledges that a remedy at law for any breach or attempted breach of this Section 6.6 4.7 will be inadequate and further agrees agree that any breach of this Section 6.6 4.7 will result in irreparable harm to Purchaser the Business and Purchaser 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. Arai acknowledges Each of LTI, Sub, Xx. Xxxxxx Xxx-Ngai Au and Mr. Xxxxx Xxxx acknowledge that this covenant not to compete is being provided as an inducement to the Purchaser Buyer to acquire the Company Stock Business and the Transferred Assets and that this Section 6.6 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 Purchaserthe Buyer. Whenever possible, each provision of this Section 6.6 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 6.6 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 6.64.7. If any provision of this Section 6.6 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 6.6 4.7 but shall be confined in its operation to the provision of this Section 6.6 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 6.6 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. 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 its Subsidiaries and that Arai shall be able to consult with and provide guidance to the management of AIW but shall not serve as an employee, officer or director of AIW.

Covenant Not to Compete With the Business. As an inducement to for the Purchaser Buyer to acquire the StockBusiness, Arai agrees each of the Sellers and each of the Shareholders agree that, except as otherwise permitted herein, effective as of the Closing Date and for a period of three five years thereafter, he and his none of the Sellers, the Shareholders nor any of their respective Affiliates shall notshall, without the consent of Purchaserthe Buyer, directly engage or indirectly, develop, formulate, blend, manufacture, distribute, market, produce, sell or provide specialty chemicals for use in the manufacture oilfield and gas services industry in any geographical area of (i) couplings the world, or, except for the benefit of Buyer and accessories used for oilfield tubular goods or (ii) products 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 type currently manufactured by CWII Shareholder to Bio-Science Corporation and the Company or any continuation of its SubsidiariesSellers' 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. Aria acknowledges Each of the Sellers and each of the Shareholders acknowledge that a remedy at law for any breach or attempted breach of this Section 6.6 5.8 will be inadequate and further agrees agree that any breach of this Section 6.6 5.8 will result in irreparable harm to Purchaser the Business and Purchaser 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. Arai acknowledges Each of the Sellers and each of the Shareholders acknowledge that this covenant not to compete is being provided as an inducement to the Purchaser Buyer to acquire the Company Stock Business and the Transferred Assets and that this Section 6.6 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 Purchaserthe Buyer. Whenever possible, each provision of this Section 6.6 5.8 shall be interpreted in such a manner as to be effective and valid under applicable law, law but if any provision of this Section 6.6 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 6.65.8. If any provision of this Section 6.6 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 6.6 5.8 but shall be confined in its operation to the provision of this Section 6.6 5.8 directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this Section 6.6 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. 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 its Subsidiaries and that Arai shall be able to consult with and provide guidance to the management of AIW but shall not serve as an employee, officer or director of AIW.

Covenant Not to Compete With the Business. As an inducement to Each of the Purchaser to acquire the Stock, Arai Shareholders agrees that, except as otherwise permitted herein, effective as of the Closing Date and for a period of three five years thereafter, he and his neither such Shareholder nor such Shareholder's Affiliates shall notshall, without the consent of PurchaserBuyer, directly engage in or indirectly, design, develop, market, produce, manufacture or provide any product, good or service that competes with the manufacture of (i) couplings and accessories used for oilfield tubular goods or (ii) products of a type currently manufactured business conducted by the Company or its Subsidiaries in any geographic location in the world in which the Company conducts its business as of the date hereof except for the account of Buyer and its SubsidiariesAffiliates. Aria Each Shareholder acknowledges that a remedy at law for any breach or attempted breach of this Section 6.6 4.6 will be inadequate and further agrees agree that any breach of this Section 6.6 4.6 will result in irreparable harm to Purchaser the Company and Purchaser the Subsidiaries, and, accordingly, Buyer and the 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. Arai Each Shareholder acknowledges that this covenant not to compete is being provided as an inducement to the Purchaser Buyer to acquire the Company Stock Shares from such Shareholder and that this Section 6.6 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 PurchaserBuyer and the Company and its Subsidiaries. Whenever possible, each provision of this Section 6.6 4.6 shall be interpreted in such a manner as to be effective and valid under applicable law, law but if any provision of this Section 6.6 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 6.64.6. If any provision of this Section 6.6 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 6.6 4.6 but shall be confined in its operation to the provision of this Section 6.6 4.6 directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this Section 6.6 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. 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 its Subsidiaries and that Arai shall be able to consult with and provide guidance to the management of AIW but shall not serve as an employee, officer or director of AIW.

Covenant Not to Compete With the Business. As an inducement to The Seller and each of the Purchaser to acquire the Stock, Arai agrees Shareholders agree that, except as otherwise permitted herein, effective as of the Closing Date and for a period of three five years thereafter, he and his none of the Seller, the Shareholders, nor any of their respective Affiliates shall notshall, without the consent of Purchaserthe Buyer, directly engage in the manufacture of (i) couplings and accessories used for or indirectly, design, develop, market, produce, manufacture, rent, sell or provide trenchless drill pipe or oilfield tubular goods accessories or (ii) provide related products or services in any geographical area of a type currently manufactured by the Company or world, or, except for the benefit of Buyer and its Affiliates, assist any Person to do the same. The Seller and each of its Subsidiaries. Aria acknowledges the Shareholders acknowledge that a remedy at law for any breach or attempted breach of this Section 6.6 5.8 will be inadequate and further agrees agree that any breach of this Section 6.6 5.8 will result in irreparable harm to Purchaser the Buyer and Purchaser 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 breachbreach and shall be entitled to terminate the Seller Group's registration rights under Article 4. Arai acknowledges The Seller and each of the Shareholders acknowledge that this covenant not to compete is being provided as an inducement to the Purchaser Buyer to acquire the Company Stock Transferred Assets and that this Section 6.6 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 Purchaserthe Buyer. Whenever possible, each provision of this Section 6.6 5.8 shall be interpreted in such a manner as to be effective and valid under applicable law, law but if any provision of this Section 6.6 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 6.65.8. If any provision of this Section 6.6 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 6.6 5.8 but shall be confined in its operation to the provision of this Section 6.6 5.8 directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this Section 6.6 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. 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 its Subsidiaries and that Arai shall be able to consult with and provide guidance to the management of AIW but shall not serve as an employee, officer or director of AIW.