Common use of Non-Compete and Non-Solicitation Clause in Contracts

Non-Compete and Non-Solicitation. (a) The Sellers agree that for a period of five (5) years after the Closing Date no Seller shall, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any of the Consumer Products; provided, that nothing in this Section 5.6(a) shall preclude any Seller from owning, solely as an investment, up to 5% of any Person engaged in any such business. The Sellers shall take commercially reasonable efforts to promptly enforce any agreements that the Sellers have with their officers, directors, employees, consultants and advisors relating to non-competition of such persons with the Business. (b) The Sellers agree that for a period of five (5) years after the Closing Date no Seller shall nor shall any Seller’s officers or directors, without the prior written consent of Purchaser, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(b) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (c) The Sellers agree that for a period of five (5) years after the Closing Date no Seller shall, without the prior written consent of Purchaser, knowingly cause or attempt to cause any customer of the Business to reduce or terminate its business relationship with Purchaser. (d) Purchaser and Parent agree that for a period of five (5) years after the Closing Date neither Purchaser nor Parent nor shall any of their respective officers or directors, without the prior written consent of the Sellers, directly or indirectly solicit the employment or services of, or retain any employee of any Seller (other than any Business Employee) as of the Closing; provided, that the restrictions contained in this Section 5.6(d) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (e) The Purchaser and the Parent agree that for a period of four (4) years after the Closing Date neither the Purchaser nor the Parent shall, without the prior written consent of the Sellers, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (f) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(a), (b), (c), (d) or (e) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (g) In the event of any breach or attempted breach of any provision contained in Section 5.6(a), (b), (c), (d) or (e), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper.

Non-Compete and Non-Solicitation. (ai) The Sellers agree PHMD agrees that for a period of five (5) years after the Closing Date no Seller neither it nor any of its Affiliates shall, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any of the Consumer Products; provided, that nothing in this Section 5.6(a) shall preclude PHMD or any Seller of its Affiliates from owning, solely as an investment, up to 5% of any Person engaged in any such business. The Sellers shall take commercially reasonable efforts to promptly enforce any agreements that the Sellers have with their officers, directors, employees, consultants and advisors relating to non-competition of such persons with the Business. (bii) The Sellers agree PHMD agrees that for a period of five (5) years after the Closing Date no Seller shall neither it nor shall any Seller’s officers of its directors or directorsAffiliates shall, without the prior written consent of PurchaserMerger Sub, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(b) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (ciii) The Sellers agree PHMD agrees that for a period of five (5) years after the Closing Date no Seller neither it nor any of its Affiliates shall, without the prior written consent of PurchaserMerger Sub, knowingly cause or attempt to cause any customer of the Business to reduce or terminate its business relationship with Purchaserthe Surviving Corporation and/or the Foreign Subsidiaries. (div) Purchaser and Parent agree PHMD agrees that for a period of five (5) years after the Closing Date neither Purchaser it nor Parent nor shall any of their respective officers its directors or directorsAffiliates shall, without the prior written consent of the SellersDSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services of, or retain any employee Business Employee of any Seller (other than any Business Employee) member of the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(d5.6(iv) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (ev) The Purchaser and the Parent agree PHMD agrees that for a period of four five (45) years after the Closing Date neither the Purchaser it nor the Parent any of its Affiliates shall, without the prior written consent of the SellersDSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (fvi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(a5.6(i), (bii), (ciii), (div) or (ev) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (gvii) In the event of any breach or attempted breach of any provision contained in Section 5.6(a5.6(i), (bii), (ciii), (div) or (ev), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Radiancy Business Contracts applicable to the Business and the Business Assets are terminable by the other party thereto as a result of the Merger contemplated hereby, all as listed on Section 3.15 of the Radiancy Disclosure Schedule (the “Applicable Provisions”), PHMD agrees that, for the shorter of the period ending on (i) the date that is four (4) years after the Closing Date, or (ii) the date that the restrictions set forth each of the agreements would otherwise expire in accordance with their terms, PHMD shall, and shall cause its Affiliates to, seek to avoid enforcement, including by way of seeking equitable remedies and/or damages, the restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member of the Radiancy Group. In such connection, DSKX or the Surviving Corporation shall reimburse PHMD for any such costs and expenses incurred in connection with compliance with the provisions of this Section 5.6(viii).

Non-Compete and Non-Solicitation. (ai) The Sellers agree PHMD agrees that for a period of five (5) years after the Closing Date no Seller neither it nor any of its Affiliates shall, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any of the Consumer Professional Products; provided, that nothing in this Section 5.6(a) shall preclude PHMD or any Seller of its Affiliates from owning, solely as an investment, up to 5% of any Person engaged in any such business. The Sellers shall take commercially reasonable efforts to promptly enforce any agreements that the Sellers have with their officers, directors, employees, consultants and advisors relating to non-competition of such persons with the Business. (bii) The Sellers agree PHMD agrees that for a period of five (5) years after the Closing Date no Seller shall neither it nor shall any Seller’s officers of its directors or directorsAffiliates shall, without the prior written consent of PurchaserMerger Sub, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(b5.6(ii) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (ciii) The Sellers agree that for a period of five (5) years after the Closing Date no Seller shall, without the prior written consent of Purchaser, knowingly cause or attempt to cause any customer of the Business to reduce or terminate its business relationship with Purchaser. (d) Purchaser and Parent agree PHMD agrees that for a period of five (5) years after the Closing Date neither Purchaser it nor Parent nor shall any of their respective officers its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause or directorsattempt to cause any customer of the Company Business to reduce or terminate its business relationship with the Surviving Corporation. (iv) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the SellersDSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services of, or retain any employee Business Employee of any Seller (other than any Business Employee) member of the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(d5.6(iv) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (ev) The Purchaser and the Parent agree PHMD agrees that for a period of four five (45) years after the Closing Date neither the Purchaser it nor the Parent any of its Affiliates shall, without the prior written consent of the SellersDSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (fvi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(a5.6(i), (bii), (ciii), (div) or (ev) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (gvii) In the event of any breach or attempted breach of any provision contained in Section 5.6(a5.6(i), (bii), (ciii), (div) or (ev), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company Business and the Company Business Assets are terminable by the other party thereto as a result of the Merger contemplated hereby, all as listed on Section 3.15 of the Photomedex Technology Disclosure Schedule (the “Applicable Provisions”), PHMD agrees that, for the shorter of the period ending on (i) the date that is four (4) years after the Closing Date, or (ii) the date that the restrictions set forth each of the agreements would otherwise expire in accordance with their terms, PHMD shall, and shall cause its Affiliates to, seek to avoid enforcement, including by way of seeking equitable remedies and/or damages, the restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member of the Radiancy Group. In such connection, DSKX or the Surviving Corporation shall reimburse PHMD for any such costs and expenses incurred in connection with compliance with the provisions of this Section 5.6(viii).

Non-Compete and Non-Solicitation. (a) The Sellers agree Seller recognizes that for a period Buyer is purchasing the Designated Assets in reliance on Seller ceasing the operation of five (5) years after the Closing Date no its Clinical Lab Services Business. Therefore, Seller shall, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person agrees that sells, distributes or otherwise provides, for use it will not perform any of the Consumer Productsclinical lab testing that Seller performed prior to Closing, for hospitals, reference labs or physicians, for a three (3) year period after Closing (it being understood that Seller shall be permitted to continue to perform such tests for such non-hospital, non-physician or non-reference lab customers as part of its Biopharma and Discovery businesses as currently conducted, including for purposes of clinical trials). Notwithstanding the foregoing, this Section 7.03(a) and the restrictions set forth herein shall be deemed null, void and of no further force or effect for all purposes in the event of a change of control in, acquisition by an unaffiliated third party of more than fifty percent (50%) of the outstanding common stock of, direct or indirect acquisition of all or substantially all the assets of, or a merger or other substantially similar acquisition of, Seller (a “Change of Control”); provided, that nothing in this Section 5.6(a) however, for the avoidance of doubt, the sale of Seller’s Biopharma business to Interpace Diagnostics Group, Inc. or an affiliate thereof shall preclude any Seller from owning, solely as an investment, up to 5% not be deemed a Change of any Person engaged in any such business. The Sellers shall take commercially reasonable efforts to promptly enforce any agreements that the Sellers have with their officers, directors, employees, consultants and advisors relating to non-competition of such persons with the BusinessControl. (b) The Sellers agree Seller agrees that it, and its subsidiaries or affiliates of which Seller has control or majority ownership, shall not, directly or indirectly, solicit, seek business from, or contact for any purpose, other than its Biopharma or Discovery businesses as currently conducted, any CGI Customer, for a period of five three (53) years after the Closing Date no Seller shall nor shall any Seller’s officers or directors, without the prior written consent of Purchaser, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, (it being acknowledged and agreed that the restrictions contained restriction set forth in this Section 5.6(b7.03(b) shall not continue to apply to solicitations through job fairs in the event of a Change of Control). Seller agrees that, in the event of a Change of Control, it shall obtain from the applicable third party acquirer or general solicitations or advertisements not directed at any particular individual.similar controlling -19 (c) The Sellers agree Seller agrees to fully enforce any restrictive covenant or non-solicitation provision that for a period it has with any of five (5) years after its employees or contractors regarding the Closing Date no Seller shallClinical Lab Services Business, without the prior written consent of Purchaser, knowingly cause and that Buyer may enforce such restrictive covenant or attempt to cause any customer of the Business to reduce or terminate its business relationship with Purchasernon-solicitation provision if not fully enforced by Seller. (d) Purchaser Seller may retain copies of the CGI Customers List and Parent agree that any Clinical Lab Services Business Materials (collectively, “Retained Copies”) solely to the extent, and for a period only so long as, (i) necessary to provide Buyer with the transition support required or contemplated by this Agreement or (ii) required to comply with applicable law, and, at such time as any Retained Copies are not necessary or required to be maintained in connection with the foregoing, Seller shall promptly and permanently delete and destroy any such Retained Copies from its records (physical, electronic or otherwise). Notwithstanding the foregoing, following the Closing, Seller shall at no time use any Retained Copies in violation of five (5) years after the Closing Date neither Purchaser nor Parent nor shall any of their respective officers the restrictive covenants or directors, without the prior written consent of the Sellers, directly non-solicitation provisions contained in Section 7.03(a) or indirectly solicit the employment or services of, or retain any employee of any Seller (other than any Business Employee) as of the ClosingSection 7.03(b); provided, however, that the restrictions contained obligation in this Section 5.6(d7.03(d) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. survive indefinitely notwithstanding the last sentence of Section 7.03(a). (e) The Purchaser and Following the Parent agree that for a period Closing, Seller shall at no time use its present name in connection with the Clinical Lab Services Business or in violation of four (4) years after the Closing Date neither the Purchaser nor the Parent shall, without the prior written consent any of the Sellersrestrictive covenants or non- solicitation provisions contained in Section 7.03(a) or Section 7.03(b); provided, knowingly cause or attempt to cause any customer however, that the obligation in this Section 7.03(e) shall survive indefinitely notwithstanding the last sentence of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. Section 7.03(a). (f) If a final judgment of a court Notwithstanding anything contrary in this Agreement, Seller agrees that, following the Closing, Seller will no longer use the name “Cancer Genetics, Inc.,” “Cancer Genetics,” “CGI” or tribunal of competent jurisdiction determines that any term derivative or provision contained similar name (the “CGI Name”) in connection with the Clinical Lab Services Business, and, as referenced above in Section 5.6(a7.03(d), (b), (c), (dCGI will not retain the CGI Customer List or any Clinical Lab Services Business Materials except as allowed under Section 7.03(d) or (e) is invalid as required under this Agreement for Seller to fulfill its post-Closing obligations to Buyer. To the extent that Seller has any right or unenforceableaccess to the CGI Customer List or any Clinical Lab Services Business protocols or policies, then Seller agrees not to utilize such after Closing in connection with the Parties agree that the court or tribunal will have the power Clinical Lab Services Business except to reduce the scopecomply with its obligations to Buyer under this Agreement, duration or geographic area of the term or provisionand Seller agrees that, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (g) In in the event of any breach a Change of Control, it shall obtain from the applicable third party acquirer or attempted breach similar controlling entity in connection with such Change of any provision contained Control, a binding agreement (enforceable by Buyer) that contains an affirmative obligation of such Purchaser to comply with the covenants in this Section 5.6(a7.03(f), (b), (c), (d) or (e), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper.

Non-Compete and Non-Solicitation. (a) The Sellers agree that 9.1 VENDOR or VENDOR group companies including holding company, subsidiaries and sister companies or any CONSULTANT of VENDOR shall not directly or indirectly arrange for services with the IT-Alliances’s CLIENT to whom the services have been provided by VENDOR’s CONSULTANT under the agreement, during the duration of the project and for a period of five one year following the completion date of the project as mentioned in the specific exhibit for that project without prior written consent of IT-Alliances. VENDOR will also ensure by means of written contract with the EMPLOYEE mentioned in the EXHIBIT - A that (5) years after the Closing Date no Seller shall, either s)he will not directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide indirectly arrange for services to, any Person that sells, distributes or otherwise provides, for use any of the Consumer Products; provided, that nothing in this Section 5.6(a) shall preclude any Seller from owning, solely as an investment, up to 5% of any Person engaged in any such business. The Sellers shall take commercially reasonable efforts to promptly enforce any agreements that the Sellers have with their officers, directors, employees, consultants and advisors relating to non-competition of such persons with the Business. (b) The Sellers agree that IT-Alliances’s CLIENT for a period of five (5) years after one year following the Closing Date no Seller completion or termination date of the project as mentioned in the specific EXHIBIT- A. The provisions of this Article shall nor survive termination or expiration of this Agreement or any Assignment Order hereunder. IT-Alliances or its CLIENT shall any Seller’s officers or directorshave the right to take such action it deems necessary to protect its rights hereunder, including, without the prior written consent of Purchaserlimitation, directly injunctive relief and any other remedies as may be available at law or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(b) shall equity. This provision does not apply to: (i) any assigned CLIENT with whom VENDOR has a clearly documented relationship prior to solicitations any introduction through job fairs IT-Alliances or general solicitations or advertisements not directed at (ii) any particular individualbusiness units within an assigned CLIENT with whom VENDOR has had prior contact independent of any introduction through IT-Alliances. (c) The Sellers agree that 9.2 During the duration of the project mentioned in the purchase order and for a period of five one (51) years after the Closing Date no Seller shallyear thereafter, without the prior written consent of Purchaser, knowingly cause or attempt to cause Neither Party may directly solicit any customer consultant/employee of the Business to reduce or terminate its business relationship with Purchaser. (d) Purchaser and Parent agree that for a period of five (5) years after the Closing Date neither Purchaser nor Parent nor shall any of their respective officers or directors, counterparty without the prior written consent of the Sellersnon-soliciting Party. However, directly or indirectly solicit IT- Alliances reserves the employment or services of, or retain any employee of any Seller (other than any Business Employee) as of right to terminate the Closing; provided, that given Purchase Order in case the restrictions contained in this Section 5.6(d) shall EMPLOYEE is not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individualpaid his salary by the VENDOR. (e) The Purchaser and the Parent agree that for a period of four (4) years after the Closing Date neither the Purchaser nor the Parent shall, without the prior written consent of the Sellers, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (f) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(a), (b), (c), (d) or (e) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (g) In the event of any breach or attempted breach of any provision contained in Section 5.6(a), (b), (c), (d) or (e), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper.

Non-Compete and Non-Solicitation. (a) The Sellers agree that i. During the term of this Agreement and for a period of five two (5years) years after commencing on the Closing Date date the Termination Notice is issued, Orbis shall not knowingly (A) encourage, facilitate, negotiate with or solicit any Authorized Subscriber or any prospective Authorized Subscribers or Correspondents that Orbis declines or rejects under Section 3(c) or otherwise for business or services that would result in a reduction or decrease in services such Authorized Subscriber is receiving from Client and (B) knowingly encourage, facilitate, negotiate with or solicit any Authorized Subscriber or any prospective Authorized Subscriber or Correspondent that Orbis declines or rejects under Section 3(c) or otherwise utilization of Orbis Product, Orbis Content, or Orbis Software in any way with any custodian except Client without Client’s prior written consent, provided, however, that in the case of this clause (B) (i) Client has included these conditions naming Orbis in writing in the Subscription Agreement agreed to with Correspondent, (ii) the Correspondent was utilizing (or under a written agreement to start utilizing) the Orbis Product under a Subscription Agreement prior to termination of this Agreement, (iii) the Client provides Orbis in writing the names of the Authorized Subscribers that are subject to this provision. ii. Section 13(b)(i)(B) does not apply to: (a) any VTH Companies’ client, (b) any Correspondent using the Orbis Product as of termination of this Agreement to access or service accounts or conduct activity away from the Client (a “Non-Exclusive Correspondent”) as such Non-Exclusive Correspondent is required to have a direct agreement with Orbis, or (c) to a Correspondent first introduced to the Client by any VTH Companies that has a direct agreement with Orbis. iii. Notwithstanding the foregoing, in the case of Section 13(b)(i)(B), Orbis may continue to provide any Authorized Subscriber that had already maintained a clearing or custody relationship with a third-party outside of Client with the Orbis Product at such third-party with whom the Authorized Subscriber had maintained such relationship consistent with past practice and level of services. iv. At no Seller shalltime during this Agreement shall either Party or any of its affiliate or subsidiaries solicit, either encourage, or engage any Correspondent or any current or prospective client already engaging with the other Party to remove or reduce such firm’s business with Client or the VTH Companies in any manner, directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any of the Consumer Products; provided, that nothing in this Section 5.6(a) shall preclude any Seller from owning, solely as an investment, up to 5% of any Person engaged in any such business. The Sellers shall take commercially reasonable efforts to promptly enforce any agreements that the Sellers have with their officers, directors, employees, consultants and advisors relating to non-competition of such persons with the Business. (b) The Sellers agree that for a period of five (5) years after the Closing Date no Seller shall nor shall any Seller’s officers or directors, without the prior written consent of Purchaser, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(b) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (c) The Sellers agree that for a period of five (5) years after the Closing Date no Seller shall, without the prior written consent of Purchaser, knowingly cause or attempt to cause any customer of the Business to reduce or terminate its business relationship with Purchaser. (d) Purchaser and Parent agree that for a period of five (5) years after the Closing Date neither Purchaser nor Parent nor shall any of their respective officers or directors, without the prior written consent of the Sellers, directly or indirectly solicit the employment or services of, or retain any employee of any Seller (other than any Business Employee) as of the Closing; provided, that the restrictions contained in this Section 5.6(d) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (e) The Purchaser and the Parent agree that for a period of four (4) years after the Closing Date neither the Purchaser nor the Parent shall, without the prior written consent of the Sellers, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (f) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(a), (b), (c), (d) or (e) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (g) In the event of any breach or attempted breach of any provision contained in Section 5.6(a), (b), (c), (d) or (e), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper.

Non-Compete and Non-Solicitation. (a) The Sellers To the greatest extent not prohibited by the applicable Laws, Camtek covenant and agree that that, for a period of five (5) years 48 months after the Closing Date no Seller shallClosing, either none of Camtek, or any of its Affiliates (excluding Priortech Ltd., PCB Technologies Ltd. and their Subsidiaries) will directly or indirectly, alone or with others, engage in, indirectly own, manage, operate, finance, control, invest in or provide services toparticipate in the ownership, any Person that sells, distributes management or otherwise provides, for use any of the Consumer Products; provided, that nothing in this Section 5.6(a) shall preclude any Seller from owning, solely as an investment, up to 5% control of any Person engaged PCB Business (including bare IC substrate inspection and metrology business) in any such business. The Sellers shall take commercially reasonable efforts to promptly enforce any agreements that the Sellers have with their officers, directors, employees, consultants and advisors relating to non-competition of such persons with the BusinessTerritory. (b) The Sellers To the greatest extent not prohibited by the applicable Laws, Buyers covenant and agree that that, for a period of five (5) years 48 months after the Closing Date no Seller shall nor shall Closing, none of Buyers, CTL and CIT, any Seller’s officers Subsidiary (including any portfolio company) thereof, or directorsthe entity to which the PCB Business Assets would be transferred to, without the prior written consent of Purchaseror any Affiliate thereof, will directly or indirectly solicit own, manage, control, invest in or participate in the employment ownership, management or services ofcontrol of any (i) Semiconductor Business; and/or (ii) solder mask inkjet printing business for the PCB industry, or retain, any Continuing Employee; provided, that in the restrictions contained in this Section 5.6(b) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individualTerritory. (c) The Sellers agree that Camtek covenants and agrees that, except for the Transaction and arrangement contemplated hereunder, for a period of five (5) years 48 months after the Closing Date no Seller shallClosing, without the prior written consent of Purchaserit will not, knowingly and shall cause its Affiliates (excluding Priortech Ltd., PCB Technologies Ltd. and their Subsidiaries) not to, directly or indirectly, (i) employ or attempt to cause employ or solicit for employment any customer member of Key Management Personnel or (ii) entice, induce or attempt to influence any member of the Business CIT’s management team to reduce terminate his or terminate its business relationship her employment with PurchaserCIT or the entities incorporated or designated by CIT. (d) Purchaser Buyers covenants and Parent agree that agrees that, except for the Transaction and arrangement contemplated hereunder, for a period of five (5) years 48 months after the Closing Date neither Purchaser nor Parent nor Closing, it will not, and shall any of their respective officers or directors, without the prior written consent of the Sellerscause its Affiliates not to, directly or indirectly solicit the employment or services ofindirectly, or retain any employee of any Seller (other than any Business Employeei) as of the Closing; provided, that the restrictions contained in this Section 5.6(d) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (e) The Purchaser and the Parent agree that for a period of four (4) years after the Closing Date neither the Purchaser nor the Parent shall, without the prior written consent of the Sellers, knowingly cause employ or attempt to cause employ or solicit for employment any customer member of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (f) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(a), (b), (c), (d) Camtek’s key management team or (eii) is invalid entice, induce or unenforceable, then attempt to influence any member of Camtek’s management team to terminate his or her employment with Camtek or the Parties agree that the court entities established or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealedcontrolled by Camtek. (g) In the event of any breach or attempted breach of any provision contained in Section 5.6(a), (b), (c), (d) or (e), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper.

Non-Compete and Non-Solicitation. 8.1 For a period commencing as of the Closing Date and ending on the later of (x) thirty-six (36) months following the expiration or other termination of the Management Services Agreement or (y) May , 2011. (a) The Sellers agree that for a period engage in the ownership, operation or management of five (5) years after the Closing Date no Seller shall, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes radiation oncology facilities or otherwise providesengage in the provision of radiation oncology services (whether as a separate business or in conjunction with any practice or medical services) (a “Competing Business”) within Xxxxx County, for use any of Nevada (the Consumer Products“Service Area”); provided, that nothing in this Section 5.6(a) shall preclude any Seller from owning, solely as an investment, up to 5% of any Person engaged in any such business. The Sellers shall take commercially reasonable efforts to promptly enforce any agreements that the Sellers have with their officers, directors, employees, consultants and advisors relating to non-competition of such persons with the Business.or (b) The Sellers agree have any interest, whether as owner, stockholder, member, partner, director, officer, employee, consultant or otherwise, in any Competing Business in the Service Area. 8.2 Each Seller acknowledges that for a period the restrictive covenant contained herein has unique value to Buyer, the breach of five (5) years after which cannot be adequately compensated in an action of law. Each Seller further agrees that, in the Closing Date no Seller event of the breach of the restrictive covenants contained herein, Buyer shall nor shall any Seller’s officers or directorsbe entitled to obtain appropriate equitable relief, including, without limitation, a permanent injunction or similar court order enjoining any Seller from violating any of such provisions, and that pending the prior written consent hearing and the decision on the application for permanent equitable relief, Buyer shall be entitled to a temporary restraining order and a preliminary injunction. The prevailing party shall be entitled to reimbursement from the other party of Purchaser, directly or indirectly solicit the employment or services its reasonable costs and expenses (including attorneys’ fees and disbursements) of, or retainrelated to, such action or proceeding. No such remedy shall be construed to be the exclusive remedy of Buyer and any Continuing Employee; providedand all such remedies shall be held and construed to be cumulative and not exclusive of any rights or remedies, that whether at law or in equity, otherwise available under the restrictions terms of this Agreement, at common law, or under federal, state or local statutes, rules and regulations. 8.3 If any court of competent jurisdiction shall deem any of the restrictive covenants contained in this Section 5.6(b) 8, or portion of any such covenants, too extensive or unenforceable, the other provisions of this Section 8 shall nevertheless stand and remain enforceable according to their terms. In such circumstance, the parties hereto expressly authorize the court to modify such covenants or offending portion thereof, so that the restrictions, limitations and scope of the restrictive covenants extend for the longest period, comprise the largest territory and are enforceable to the maximum permissible extent by law under the circumstances. 8.4 The provisions of this Section 8 shall survive any expiration or other termination of this Agreement. 8.5 The foregoing provision shall not apply be applicable to solicitations through job fairs Dr. Toy in the event Dr. Toy ceases to be a shareholder and employee of ARO or general solicitations otherwise associated with ARO, ROLC or advertisements not directed at any particular individualthe Business prior to the Closing Date. (c) The Sellers agree that for a period 8.6 If any court of five (5) years after the Closing Date no Seller shallcompetent jurisdiction shall deem Buyer to be in default of any material part of this Agreement, without the prior written consent of Purchaser, knowingly cause or attempt Manager to cause any customer be in material default of the Business Management Services Agreement or FSS to reduce or terminate its business relationship with Purchaser. (d) Purchaser and Parent agree that for a period of five (5) years after the Closing Date neither Purchaser nor Parent nor shall any of their respective officers or directors, without the prior written consent be in material default of the SellersBilling Agreement, directly or indirectly solicit the employment or services of, or retain any employee of any Seller (other than any Business Employee) as of the Closing; provided, that the restrictions contained restrictive covenant in this Section 5.6(d) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (e) The Purchaser and the Parent agree that for a period of four (4) years after the Closing Date neither the Purchaser nor the Parent shall, without the prior written consent of the Sellers, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (f) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(a), (b), (c), (d) or (e) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (g) In the event of any breach or attempted breach of any provision contained in Section 5.6(a), (b), (c), (d) or (e), the aggrieved Party 8 shall be entitled to injunctive immediately terminated and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other of no force and further legal and equitable relief and damages as may be propereffect.

Non-Compete and Non-Solicitation. (a) The Sellers agree Xxx agrees that for a period of five twelve (512) years after the Closing months following her Separation Date no Seller shallshe will not, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, operate or control, or provide be employed by, participate in, consult with, render services to, or be connected in any Person manner with the management, operation, ownership or control of any business or venture in competition in the United States with the business of the Company. For purposes of this Paragraph 13, a business or venture shall be deemed to be in competition with the business of the Company if that sellsbusiness or venture or any of its affiliates manufactures, distributes distributes, or otherwise providesengages in the design, sale, or transportation of cabinets for residential use, including but not limited to such cabinet products intended for the primary use any in the kitchen or bathroom. In recognition of the Consumer Products; providedgeographic scope of AWC’s operations, that nothing in this Section 5.6(a) shall preclude any Seller from owning, solely as an investment, up to 5% of any Person engaged in any such businessrestriction will extend throughout the United States. The Sellers shall take commercially reasonable efforts to promptly enforce any agreements that the Sellers have with their officers, directors, employees, consultants and advisors relating to non-competition of such persons with the Business. (b) The Sellers agree Xxx further agrees that for a period of five twelve (512) years after the Closing months following her Separation Date no Seller shall nor shall any Seller’s officers or directors, without the prior written consent of Purchasershe will not, directly or indirectly indirectly, solicit the or induce any AWC employee to leave AWC’s employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(b) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (c) The Sellers agree that for a period of five (5) years after the Closing Date no Seller shall, without the prior written consent of Purchaser, knowingly cause hire or attempt to cause hire any customer of person who is employed by AWC on the Business to reduce or terminate its business relationship with Purchaser. (d) Purchaser and Parent agree Separation Date. May further agrees during this period that for a period of five (5) years after the Closing Date neither Purchaser nor Parent nor shall any of their respective officers or directors, without the prior written consent of the Sellersshe will not, directly or indirectly indirectly, solicit the employment or services ofdisrupt, or retain any employee of any Seller (other than any Business Employee) as of the Closing; provided, that the restrictions contained in this Section 5.6(d) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (e) The Purchaser and the Parent agree that for a period of four (4) years after the Closing Date neither the Purchaser nor the Parent shall, without the prior written consent of the Sellers, knowingly cause or attempt to cause solicit or disrupt, any customer of any Seller or contractual relationships between AWC and any of their Affiliates its customers, vendors or suppliers. If May breaches this provision while she is still receiving severance pay pursuant to reduce or terminate its business relationship with this Agreement, her severance pay will cease immediately, and she agrees to repay any sums paid up to the date of the breach. If AWC sues for breach of this provision and is the prevailing party in such Seller or such Affiliate. (f) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(a)suit, (b), (c), (d) or (e) it will be entitled to reasonable attorneys’ fees and costs. It is invalid or unenforceable, then agreed and understood by the Parties agree that the court or tribunal will have the power to reduce the scopethat, duration or geographic area in view of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention nature of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after business of AWC, the expiration restrictions in Paragraph 13 above are reasonable and necessary to protect the legitimate interests of the time within which Company, monetary damages alone are not an adequate remedy for any breach of such provisions, and any violation thereof would result in irreparable injuries to the judgment may be appealed. (g) In AWC. May therefore acknowledges that, in the event of any breach or attempted breach her violation of any provision contained in Section 5.6(a)of such restrictions, (b), (c), (d) or (e), the aggrieved Party AWC shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other temporary relief without benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which AWC may be entitled. If May breaches her non-competition or non-solicitation obligations as set forth above, the need to post a bond and, subject to duration of the period identified shall be computed from the date she resumes compliance with the covenant or from the date AWC is granted injunctive or other limitations herein, to such other and further legal and equitable relief and damages as may be properby a court of competent jurisdiction enforcing the covenant, whichever shall first occur, reduced by the number of days May was not in breach of the covenant after termination of employment, or any delay in filing suit, whichever is greater.

Non-Compete and Non-Solicitation. (a) The Sellers In consideration of the payments and benefits received pursuant to this Agreement, you agree that for from the date hereof through two years following the later of (i) the end of the Consulting Period and (ii) the conclusion of your service as a period member of five the Board of Directors (5) years after the Closing Date no Seller shall“Restricted Period”), either you shall not directly or indirectly, alone or with others, engage in, indirectly own, manage, operate, finance, control, participate in, consult with, be employed by, render services for, or provide services toin any manner engage in, any Person that sells, distributes business competing directly or otherwise provides, for use any indirectly with the business as now or hereafter conducted by the Company or the businesses which are logical extensions of the Consumer ProductsCompany’s current business, within any metropolitan area in which the Company engages or has definitive plans to engage in such business during the Consulting Period or the period in which you are a director of TSI Holdings; provided, that nothing in this Section 5.6(a) you shall preclude not be precluded from purchasing or holding publicly traded securities of any Seller from owning, solely such entity so long as an investment, up to 5you hold less than 2% of any Person engaged in the outstanding units of any such business. The Sellers shall take commercially reasonable efforts to promptly enforce any agreements that class of securities and have no active participation in the Sellers have with their officers, directors, employees, consultants and advisors relating to non-competition business of such persons with entity. Notwithstanding the Businessforegoing, you hereby agree that you shall not directly or indirectly own, manage, control, participate in, consult with, be employed by, render services for any competitor in the United States that had revenues during the preceding year of at least $30 million or any of the following entities: Crunch, 24 Hour, Equinox, NY Health and Racquet Club, LA Fitness, Sports & Health, Lifetime or Bally’s (or any of their successors) for three years following the later of (i) the end of the Consulting Period and (ii) the conclusion of your service as a member of the Board of Directors. (b) The Sellers In consideration of the payments and benefits received pursuant to this Agreement, you agree that through the Restricted Period, you shall not: (i) induce or attempt to induce any employee or consultant of the Company to leave the employ or services of the Company, or in any way interfere with the relationship between the Company and any employee or consultant thereof; or (ii) hire any person who was an employee of the Company at any time during your employment period for a period position which would compete with the business of five (5) years after the Closing Date no Seller shall nor shall any SellerCompany in the Company’s officers or directorsmarkets as of the date hereof, without the prior written consent of Purchaser, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(b) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed except for such employees who have been terminated for at any particular individualleast six months. (c) The Sellers In consideration of the payments and benefits received pursuant to this Agreement, you agree that for a period of five through the Restricted Period, you shall not, directly or indirectly: (5i) years after the Closing Date no Seller shall, without the prior written consent of Purchaser, knowingly cause solicit or attempt to cause enter into a contractual relationship with any customer customer, supplier, vendor, licensee, franchisee or other business relation of the Business to reduce Company, which relationship will have an adverse impact on the Company in a market in which the Company does business during the Consulting Period or terminate its business relationship with Purchaser. (d) Purchaser and Parent agree that for the period in which you serve as a period of five (5) years after the Closing Date neither Purchaser nor Parent nor shall any of their respective officers or directorsdirector, without prior approval from the prior written consent of the Sellers, directly Company; or indirectly solicit the employment or services of, or retain any employee of any Seller (other than any Business Employeeii) as of the Closing; provided, that the restrictions contained in this Section 5.6(d) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (e) The Purchaser and the Parent agree that for a period of four (4) years after the Closing Date neither the Purchaser nor the Parent shall, without the prior written consent of the Sellers, knowingly cause induce or attempt to cause induce any customer of any Seller customer, supplier, vendor, licensee, franchisor or any of their Affiliates to reduce or terminate its other business relationship with such Seller or such Affiliate. (f) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(a), (b), (c), (d) or (e) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area relation of the term Company to cease doing business with the Company, or provisionin any way interfere with the relationship between any such customer, to delete specific words supplier, vendor, licensee, franchisor or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid business relation, on the one hand, and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (g) In the event of any breach or attempted breach of any provision contained in Section 5.6(a)Company, (b), (c), (d) or (e), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to on the other limitations herein, to such other and further legal and equitable relief and damages as may be properhand.

Non-Compete and Non-Solicitation. (a) The Sellers agree Alychlo covenants with the Purchaser and each Group Company that it shall not, and shall procure that none of its affiliated persons (including Xx Xxxx Xxxxxx) shall, whether alone or jointly with another party, and whether directly or indirectly, set up or participate in a business that directly competes with the Business of the Group Companies as on Completion Date for a period of five three (53) years after Completion (x) in the Closing Date no Seller shallEuropean Economic Area for the Business that is not distribution of generic drugs, either directly and (y) in Belgium with respect to the distribution of generic drugs, provided that this restriction shall not: (i) prevent the continuation by such person of any activities as currently conducted by it; or (ii) prevent such persons from holding shares or indirectly, alone other interests in (i) Perrigo Topco or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any member of the Consumer Products; providedPurchaser’s Group or (ii) a listed company which confer not more than 3% of the votes which could normally be cast at a general meeting of that company or (iii) apply (or as the case may be shall cease to apply) to the extent such person acquires any company or business after Completion and, as a result of such acquisition, acquires a company or business which falls within the restrictions of this Subclause (the Relevant Interest), provided that nothing in this Section 5.6(a) shall preclude any Seller from owning, solely as an investment, up to the Relevant Interest does not account for more than 5% of the total turnover of the company or business acquired. For the purposes of this Clause 13.2(a), transactions undertaken by Alychlo and any Person engaged in of its affiliated persons (including Xx Xxxx Xxxxxx) shall be aggregated and treated as undertaken by a single person (and affiliated persons to Alychlo shall include any such businessaffiliated person to Alychlo as at the date of this agreement notwithstanding that it may subsequently cease to be an affiliated person). The Sellers shall take commercially reasonable efforts loan granted by Alychlo to promptly enforce any agreements Pharco and the pledge on certain trademarks granted by Pharco in the context thereof are excluded from the scope of this Clause 13.2(a) provided that the Sellers have with their officers, directors, employees, consultants and advisors relating to non-competition in case of enforcement of such pledge Alychlo nor its affiliated persons shall use these trademarks to compete with the BusinessBusiness of the Group. (b) The Sellers agree Each Seller covenants with the Purchaser and each Group Company that it shall, and procures that the members of its Seller’s Group and their Connected Persons shall, keep confidential all information in relation to any Group Company (including information relating to the business or operations of such Group Company) obtained through its capacity, either directly or by means one of its directors, officers or employees, as board member of any Group Company or in connection with its ownership of the Company, and shall refrain from using such information, whether in relation to its other portfolio companies or the portfolio companies of any member of the Seller’s Group or of any person or fund relating to or associated with a member of the Seller’s Group or otherwise, for a period of five two (52) years after Completion, except for any financial reporting on the Closing Date no Seller shall nor shall any Seller’s officers or directors, without Group Companies on a consolidated basis to ultimate shareholders and investors of the prior written consent of Purchaser, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(b) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individualSellers. (c) The Sellers agree that Holdco shall and shall cause each member of its Seller’s Group, not to solicit the employment of any of the Senior Employees for a period of five two (52) years after Completion provided that any hire of employees through a bona fide general recruitment campaign that is not specifically aimed at employees of a Group Company is exempted from such restriction. Alychlo shall and shall cause each member of its Seller’s Group (including Xx Xxxx Xxxxxx), not to directly solicit the Closing Date no Seller shall, without the prior written consent employment of Purchaser, knowingly cause or attempt to cause any customer of the Business to reduce or terminate its business relationship with PurchaserSenior Employees for a period of two (2) years after Completion. (d) Purchaser The Sellers procure that, prior to Completion, the Company and Parent agree that for a period of five (5) years after Xx Xxxx Xxxxxx will duly enter into an agreement substantially in the Closing Date neither Purchaser nor Parent nor shall any of their respective officers or directors, without the prior written consent of the Sellers, directly or indirectly solicit the employment or services of, or retain any employee of any Seller (other than any Business Employee) form as of the Closing; provided, that the restrictions contained set out in this Section 5.6(d) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individualSchedule 7. (e) The Purchaser Sellers acknowledge that each undertaking set out in this Clause 13.2 is an entirely independent restriction and is no greater than is reasonably necessary to protect the Parent agree that for a period of four (4) years after the Closing Date neither the Purchaser nor the Parent shall, without the prior written consent interests of the Sellers, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such AffiliatePurchaser. (f) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(a), (b), (c), (d) or (e) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (g) In the event of any breach or attempted breach of any provision contained in Section 5.6(a), (b), (c), (d) or (e), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper.