Common use of No Solicitation; No Hire Clause in Contracts

No Solicitation; No Hire. (a) For a period of twelve (12) months from the First Time of Delivery, AIG shall not, and shall cause its Affiliates not to, without the prior written consent of TRH, directly or indirectly, solicit for employment or hire any employee of TRH or any Company Subsidiary as of the date hereof; provided, however, that AIG and its Affiliates may employ or hire any such Person who is terminated and is no longer employed by TRH or any Company Subsidiary; and provided further that nothing in this Section 3.24(a) shall prohibit AIG or any of its Affiliates from engaging in general solicitations to the public or general advertising not targeted at employees of TRH or any Company Subsidiary or from employing or hiring any Person who contacts AIG or any of its Affiliates on his or her own initiative or as a result of a general solicitation to the public or general advertising not targeted at employees of TRH or any Company Subsidiary. (b) For a period of twelve (12) months from the First Time of Delivery, TRH shall not, and shall cause the Company Subsidiaries not to, without the prior written consent of AIG, directly or indirectly, solicit for employment or hire any employee of AIG or any of its Affiliates as of the date hereof; provided, however, that TRH and the Company Subsidiaries may employ or hire any such Person who is terminated and is no longer employed by AIG or any of its Affiliates; and provided further that nothing in this Section 3.24(b) shall prohibit TRH or any Company Subsidiary from engaging in general solicitations to the public or general advertising not targeted at employees of AIG or any of its Affiliates or from employing or hiring any Person who contacts TRH or any Company Subsidiary on his or her own initiative or as a result of a general solicitation to the public or general advertising not targeted at employees of AIG or any of its Affiliates. (c) The parties hereto acknowledge that the covenants set forth in this Section 3.24 are an essential element of this Agreement and that, but for these covenants, the parties hereto would not have entered into this Agreement. The parties hereto acknowledge that

No Solicitation; No Hire. (a) For a period of From the date hereof until the date that is twelve (12) months from the First Time of DeliveryClosing Date, AIG the Parent and the Seller shall not, and shall cause its their controlled Affiliates not to, without the prior written consent of TRHthe Acquiror, directly or indirectly, solicit for employment or hire any employee of TRH or any Company Subsidiary as of the date hereofCompanies; provided, however, that AIG (i) the Parent and its Affiliates may in good faith employ or hire any such Person who is terminated and or is no longer employed by TRH or any Company Subsidiaryof the Companies at the time of their initial contact with such Person regarding such employment; and provided further that (ii) nothing in this Section 3.24(a5.09(a) shall prohibit AIG the Parent or any of its Affiliates acting in good faith from engaging in general solicitations to the public or general advertising not targeted at employees of TRH or any Company Subsidiary or from employing or hiring any Person who contacts AIG the Parent or any of its Affiliates on his or her own initiative or as a result of a general solicitation to the public or general advertising not targeted at employees of TRH or any Company SubsidiaryCompany. (b) For a period of From the date hereof until the date that is twelve (12) months from the First Time of DeliveryClosing Date, TRH the Acquiror shall not, and shall cause the Company Subsidiaries its Affiliates not to, without the prior written consent of AIGthe Parent, directly or indirectly, solicit for employment or hire any employee of AIG the Parent or any of its Affiliates (other than the Companies in connection with and as a part of the date hereofClosing); provided, however, that TRH (i) the Acquiror and the Company Subsidiaries its Affiliates may in good faith employ or hire any such Person who is terminated and or is no longer employed by AIG the Parent or any of its AffiliatesAffiliates at the time of their initial contact with such Person regarding such employment; and provided further that (ii) nothing in this Section 3.24(b5.09(b) shall prohibit TRH the Acquiror or any Company Subsidiary of its Affiliates acting in good faith from engaging in general solicitations to the public or general advertising not targeted at employees of AIG the Parent or any of its Affiliates or from employing or hiring any Person who contacts TRH the Acquiror or any Company Subsidiary of its Affiliates on his or her own initiative or as a result of a general solicitation to the public or general advertising not targeted at employees of AIG the Parent or any of its Affiliates. (c) The parties hereto acknowledge that the covenants set forth in this Section 3.24 5.09 are an essential element of this Agreement and that, but for these covenants, the parties hereto would not have entered into this Agreement. The parties hereto acknowledge thatthat this Section 5.09 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement. (d) It is the intention of the parties hereto that if any of the restrictions or covenants contained in this Section 5.09 is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such restrictions or covenants shall not be construed to be null, void and of no effect, but to the extent such restrictions or covenants would be valid or enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 5.09 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained in this Section 5.09) that would be valid and enforceable under such applicable Law.

No Solicitation; No Hire. (a) For a period of During the first twelve (12) months from of the First Time Non-Competition Period, none of Delivery, AIG the Restricted Parties shall not, (i) induce or attempt to induce any employee of Buyer or any of its subsidiaries who was a former employee of Seller related to the Business and hired by Buyer as of the Closing Date to leave his or her employ with Buyer or any Buyer subsidiary. The Restricted Parties shall cause not induce or attempt to induce any employee of Buyer or any of its Affiliates not tosubsidiaries to leave his or her employ or in any way interfere with the relationship between Buyer or any of its subsidiaries and any such former Buyer employee (ii) hire any person who (A) was an employee of Buyer or any subsidiary at any time or (B) was an employee of Seller prior to being hired by Buyer (unless such employee was terminated by Buyer or such employee first terminated his or her employment relationship with Buyer (and such termination by the employee occurred at least ninety (90) days prior to such employee's being hired by a Restricted Party)) , without the express prior written consent of TRHBuyer, directly which consent shall not be unreasonably refused or indirectlywithheld or (iii) induce or attempt to induce any supplier, solicit for employment licensee, licensor or hire any employee franchisee of TRH or any Company Subsidiary as of the date hereof; provided, however, that AIG and its Affiliates may employ or hire any such Person who is terminated and is no longer employed by TRH or any Company Subsidiary; and provided further that nothing in this Section 3.24(a) shall prohibit AIG Buyer or any of its Affiliates from engaging in general solicitations subsidiaries with the intent to cause them to cease doing business with them with respect to the public Purchased Magazines or general advertising not targeted at employees of TRH or in any Company Subsidiary or from employing or hiring any Person who contacts AIG way interfere with the relationship between Buyer or any of its Affiliates on his or her own initiative or as a result of a general solicitation to the public or general advertising not targeted at employees of TRH or any Company Subsidiary. (b) For a period of twelve (12) months from the First Time of Delivery, TRH shall not, subsidiaries and shall cause the Company Subsidiaries not to, without the prior written consent of AIG, directly or indirectly, solicit for employment or hire any employee of AIG or any of its Affiliates as of the date hereof; provided, however, that TRH and the Company Subsidiaries may employ or hire any such Person who is terminated and is no longer employed by AIG person with such intent (including without limitation, making any negative statements or any of its Affiliates; and provided further that nothing in this Section 3.24(b) shall prohibit TRH or any Company Subsidiary from engaging in general solicitations to the public or general advertising not targeted at employees of AIG or any of communications about Buyer, its Affiliates or from employing or hiring any Person who contacts TRH or any Company Subsidiary on his or her own initiative or as a result of a general solicitation to the public or general advertising not targeted at employees of AIG or any of its Affiliates. (c) The parties hereto acknowledge that the covenants set forth in this Section 3.24 are an essential element of this Agreement and that, but for these covenants, the parties hereto would not have entered into this Agreementsubsidiaries). The parties hereto acknowledge thatthat inducing or attempting to induce any supplier, licensor, franchisee or other business relationship in the ordinary course of business to (i) provide products or services to any of the parties bound by this Section 8.2 in connection with any existing or future publications, shows or other products or services or (ii) obtain products or services from any such party shall not constitute a breach of the foregoing provisions of this Section 8.2.

No Solicitation; No Hire. (a) For a period of twelve (12) months from the First Time of Delivery, AIG shall not, and shall cause its Affiliates not to, without the prior written consent of TRH, directly or indirectly, solicit for employment or hire any employee of TRH or any Company Subsidiary as of the date hereof; provided, however, that AIG and its Affiliates may employ or hire any such Person who is terminated and is no longer employed by TRH or any Company Subsidiary; and provided further that nothing in this Section 3.24(a) shall prohibit AIG or any of its Affiliates from engaging in general solicitations to the public or general advertising not targeted at employees of TRH or any Company Subsidiary or from employing or hiring any Person who contacts AIG or any of its Affiliates on his or her own initiative or as a result of a general solicitation to the public or general advertising not targeted at employees of TRH or any Company Subsidiary. (b) For a period of twelve (12) months from the First Time of Delivery, TRH shall not, and shall cause the Company Subsidiaries not to, without the prior written consent of AIG, directly or indirectly, solicit for employment or hire any employee of AIG or any of its Affiliates as of the date hereof; provided, however, that TRH and the Company Subsidiaries may employ or hire any such Person who is terminated and is no longer employed by AIG or any of its Affiliates; and provided further that nothing in this Section 3.24(b) shall prohibit TRH or any Company Subsidiary from engaging in general solicitations to the public or general advertising not targeted at employees of AIG or any of its Affiliates or from employing or hiring any Person who contacts TRH or any Company Subsidiary on his or her own initiative or as a result of a general solicitation to the public or general advertising not targeted at employees of AIG or any of its Affiliates. (c) The parties hereto acknowledge that the covenants set forth in this Section 3.24 are an essential element of this Agreement and that, but for these covenants, the parties hereto would not have entered into this Agreement. The parties hereto acknowledge thatthat this Section 3.24 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement. (d) It is the intention of the parties hereto that if any of the restrictions or covenants contained in this Section 3.24 is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such restrictions or covenants shall not be construed to be null, void and of no effect, but to the extent such restrictions or covenants would be valid or enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 3.24 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained in this Section 3.24) that would be valid and enforceable under such applicable Law.