Common use of Employee Non-Solicit Clause in Contracts

Employee Non-Solicit. (a) Beginning on the Closing Date, neither Seller Parent nor any of its Affiliates (including its directors, officers and agents) shall, prior to the first (1st) anniversary of the Closing Date, directly or indirectly, solicit for purposes of employment, offer to hire, hire or enter into any employment agreement with any Continuing Employee, or otherwise solicit, induce or otherwise encourage any Continuing Employee to discontinue, refrain from entering into any employment relationship (contractual or otherwise) with Buyer Group or during the period prior to Closing, reassign any such Person’s duties and responsibilities to functions not Related to the Business; provided, however, that notwithstanding the foregoing, for purposes of this Agreement, Seller Parent and its Affiliates shall not be prohibited from placing general advertisements or conducting general employment solicitations (including via a search firm inquiry) that are not targeted at any employee of Buyer Group. (b) Beginning on the Closing Date, neither Buyer Parent nor any of its Affiliates (including its directors, officers and agents) shall, prior to the first (1st) anniversary of the Closing Date, directly or indirectly, solicit for purposes of employment, offer to hire, hire or enter into any employment agreement with any Non-Business Employee, or otherwise solicit, induce or otherwise encourage any Non-Business Employee to discontinue or refrain from entering into any employment relationship (contractual or otherwise) with Seller Parent or any Seller Parent Subsidiary; provided, however, that notwithstanding the foregoing, for purposes of this Agreement, Buyer Parent and its Affiliates shall not be prohibited from placing general advertisements or conducting general employment solicitations (including via a search firm inquiry) that are not targeted at any employee of Seller Parent or any Seller Parent Subsidiary.

Employee Non-Solicit. (a) Beginning on the Closing Date, neither Seller Parent nor any of its Affiliates (including its directors, officers and agents) Subsidiaries shall, prior to the end of the first (1st) anniversary of the Closing Date, directly or indirectly, solicit for purposes of employment, offer to hire, hire or enter into any employment agreement with any Continuing Employee, or otherwise solicit, induce or otherwise encourage any Continuing Employee to discontinue, or refrain from entering into any employment relationship (contractual or otherwise) with Buyer Group or during the period prior to Closing, reassign any such Person’s duties and responsibilities to functions not Related to the Businessits Affiliates; provided, however, that notwithstanding the foregoing, for purposes of this Agreement, Seller Parent and its Affiliates Subsidiaries shall not be prohibited from (i) placing general advertisements or conducting general employment solicitations (including via a search firm inquiry) that are not targeted at any Continuing Employee, or (ii) soliciting or employing any Continuing Employee who has ceased to serve due to termination other than for cause, and, for a period of at least six (6) continuous months prior to the date of such solicitation or employment, has not served, as a director, officer or employee of Buyer Groupor any of its Subsidiaries. (b) Beginning on the Closing Date, neither Buyer Parent nor any of its Affiliates (including its directors, officers and agents) Subsidiaries shall, prior to the end of the first (1st) anniversary of the Closing Date, directly or indirectly, solicit for purposes of employment, offer to hire, hire or enter into any employment agreement with any (i) Non-Business EmployeeEmployee or (ii) Business Employee who rejects an offer of employment from Buyer or any of its Affiliates or who does not receive an offer of employment prior to the Closing Date from Buyer or any of its Affiliates (each, a “Restricted Person”), or otherwise solicit, induce or otherwise encourage any such Non-Business Employee or Restricted Person to discontinue or refrain from entering into any employment relationship (contractual or otherwise) with Seller Parent or any Subsidiary of Seller Parent SubsidiaryParent; provided, however, that notwithstanding the foregoing, for purposes of this Agreement, Buyer Parent and its Affiliates Subsidiaries shall not be prohibited from (i) placing general advertisements or conducting general employment solicitations (including via a search firm inquiry) that are not targeted at any Non-Business Employee or Restricted Person, or (ii) soliciting or employing any Non-Business Employee or Restricted Person who has ceased to serve due to termination other than for cause, and, for a period of at least six (6) continuous months prior to the date of such solicitation or employment, has not served, as a director, officer or employee of Seller Parent or any Subsidiary of Seller Parent SubsidiaryParent.

Employee Non-Solicit. (a) Beginning on For a period of three years following the Closing Date, neither Seller Parent Seller, nor any of its Affiliates (including its directorsSubsidiaries, officers and agents) shall, prior to the first (1st) anniversary of the Closing Date, shall directly or indirectly, solicit for purposes of employment, offer to hire, solicit or encourage to leave the employment of the Purchaser or any of its Affiliates, any employee of the Seller or any of its Affiliates as of the Closing Date or hire or enter into any employment agreement with any Continuing Employee, or otherwise solicit, induce or otherwise encourage any Continuing Employee to discontinue, refrain from entering into any employment relationship (contractual or otherwise) with Buyer Group or during the period prior to Closing, reassign any such Personemployee who has left the employment of Seller, any of Seller’s duties and responsibilities to functions not Related to Subsidiaries, Purchaser or any of Purchaser’s Affiliates within one year of the Businesstermination of such employee’s employment with Seller, any of Seller’s Subsidiaries, Purchaser or any of Purchaser’s Affiliates; provided, however, that notwithstanding none of the foregoing, for purposes following activities by Seller with respect to solicitation of employment shall constitute a breach of this Agreement, Seller Parent and its Affiliates shall not be prohibited from placing general advertisements or conducting general Section 5.10: (x) advertising for employment solicitations in any bulletin board (including via a search firm inquiryelectronic bulletin boards), online careers website, newspaper, trade journal or other publication available for general distribution to the public without specific reference to any particular employees; (y) that are participation in any hiring fair or similar event open to the public not targeted at the Seller Personnel; and (z) use of recruiting or employee search firms that have been instructed by Seller not to target any employee of Buyer Group. (b) Beginning on the Seller Personnel provided, further, that Seller may continue to employ after Closing Dateany Seller Personnel that Purchaser does not employ, neither Buyer Parent nor and Seller may solicit or hire any of its Affiliates (including its directorsSeller Personnel after Closing provided that such Seller Personnel is no longer employed by Purchaser, officers and agents) shall, prior but only to the first (1st) anniversary extent that any such Seller Personnel be employed by Seller to wind-up operations of the Closing DateSeller, directly or indirectly, solicit for purposes of employment, offer to hire, hire or enter into any and such employment agreement shall in no way be in competition with any Non-Business Employee, or otherwise solicit, induce or otherwise encourage any Non-Business Employee to discontinue or refrain from entering into any employment relationship (contractual or otherwise) with Seller Parent or any Seller Parent Subsidiary; provided, however, that notwithstanding the foregoing, for purposes of this Agreement, Buyer Parent and its Affiliates shall not be prohibited from placing general advertisements or conducting general employment solicitations (including via a search firm inquiry) that are not targeted at any employee of Seller Parent or any Seller Parent SubsidiaryPurchaser.

Employee Non-Solicit. (a) Beginning on the Closing Date, neither Seller Parent nor any of its Affiliates (including its directors, officers and agents) shall, prior to the first (1st) anniversary of the Closing Date, directly or indirectly, solicit for purposes of employment, offer to hire, hire or enter into any employment agreement with any Continuing Employee, or otherwise solicit, induce or otherwise encourage any Continuing Employee to discontinue, refrain from entering into any employment relationship (contractual or otherwise) with Buyer Group or during the period prior to Closing, reassign any such Person’s duties and responsibilities to functions not Related to the Business; provided, however, that notwithstanding the foregoing, for purposes of this Agreement, Seller Parent and its Affiliates shall not be prohibited from placing general OC\1994682.10 advertisements or conducting general employment solicitations (including via a search firm inquiry) that are not targeted at any employee of Buyer Group. (b) Beginning on the Closing Date, neither Buyer Parent nor any of its Affiliates (including its directors, officers and agents) shall, prior to the first (1st) anniversary of the Closing Date, directly or indirectly, solicit for purposes of employment, offer to hire, hire or enter into any employment agreement with any Non-Business Employee, or otherwise solicit, induce or otherwise encourage any Non-Business Employee to discontinue or refrain from entering into any employment relationship (contractual or otherwise) with Seller Parent or any Seller Parent Subsidiary; provided, however, that notwithstanding the foregoing, for purposes of this Agreement, Buyer Parent and its Affiliates shall not be prohibited from placing general advertisements or conducting general employment solicitations (including via a search firm inquiry) that are not targeted at any employee of Seller Parent or any Seller Parent Subsidiary.