Common use of Non-Compete; Non-Disparagement Clause in Contracts

Non-Compete; Non-Disparagement. Each Non-Pubco Member agrees for the benefit of the Company and Pubco that: (a) No Member shall directly or indirectly engage in any Competitive Activity from and after the date hereof until the date on which such Member no longer holds any LLC Units. (b) No Member shall take, and each Member shall take reasonable steps to cause its Affiliates not to take, any action or make any public statement, whether or not in writing, that disparages or denigrates the Company or any of its Subsidiaries (the “Company Parties”) or their respective directors, officers, employees, members, representatives and agents. (c) Each Member agrees that (i) the agreements and covenants contained in this Section 9.01 are reasonable in scope and duration, an integral part of the transactions contemplated by this Agreement and the Reorganization Documents, and necessary to protect and preserve the Members’ and Company Parties’ legitimate business interests and to prevent any unfair advantage conferred on such Member taking into account and in specific consideration of the undertakings and obligations of the parties under the Agreement and the Reorganization Documents, (ii) but for each Member’s agreement to be bound by the agreements and covenants contained under this Section 9.01, the Members and the Company Parties would not have entered into or consummated those transactions contemplated the Agreement and the Reorganization Documents and (iii) that irreparable harm would result to the Members and the Company Parties as a result of a violation or breach (or potential violation or breach) by such Member (or its Affiliates) of this Section 9.01. In addition, each Member agrees that each Member shall have the right to specifically enforce the provisions of this Section 9.01 in any federal court located in the State of Delaware or any Delaware state court, in addition to any other remedy to which such parties are entitled at law or in equity. If a final judgment of a court of competent jurisdiction or other Governmental Authority determines that any term, provision, covenant or restriction contained in this Section 9.01 is invalid or unenforceable, then the parties hereto agree that the court of competent jurisdiction or other Governmental Authority will have the power to modify this Section 9.01 (including by reducing the scope, duration or geographic area of the term or provision, deleting specific words or phrases or replacing 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) so as to effect the original intention of the invalid or unenforceable term or provision. To the fullest extent permitted by law, in the event that any proceeding is brought under or in connection with this Section 9.01, the prevailing party in such proceeding (whether at final or on appeal) shall be entitled to recover from the other party all costs, expenses, and reasonable attorneys’ fees incident to any such proceeding. The term “prevailing party” as used herein means the party in whose favor the final judgment or award is entered in any such proceeding.

Non-Compete; Non-Disparagement. Each Non-Pubco Member agrees for 16.1 With respect to Xxxxxx (and not with respect to Bize and Xxxx), the benefit restrictive covenants contained in Section 7(a) of the Company Endorsement Agreement are incorporated by reference herein as if fully set forth herein. With respect to each of Bize and Pubco that:Xxxx (and not with respect to Xxxxxx), the restrictive covenants contained in Section 5(b) of the U.S. License are incorporated by reference herein as if fully set forth herein. (a) No Member 16.2 For purposes of clarification, but not of limitation, each Seller and Principal acknowledges and agrees that the provisions of Section 16.1 above shall serve as a prohibition against it or he, during the period described therein, directly or indirectly engage indirectly, hiring, offering to hire, enticing away or in any Competitive Activity from other manner persuading or attempting to persuade any officer, employee, agent, lessor, lessee, licensor, licensee, customer, prospective customer or supplier of the Business or any business of Buyer and after the date hereof until the date on which Subsidiaries to discontinue or alter his or its relationship such Member no longer holds any LLC Unitsbusiness. (b) No Member shall take, 16.3 The parties hereto hereby acknowledge and each Member shall take reasonable steps to cause its Affiliates not to take, any action or make any public statement, whether or not in writing, that disparages or denigrates the Company or any of its Subsidiaries (the “Company Parties”) or their respective directors, officers, employees, members, representatives and agents. (c) Each Member agrees agree that (i) Buyer would be irreparably injured in the agreements and covenants contained in event of a breach by any of the Seller or Principals of any of their obligations under this Section 9.01 are reasonable in scope and duration, an integral part of the transactions contemplated by this Agreement and the Reorganization Documents, and necessary to protect and preserve the Members’ and Company Parties’ legitimate business interests and to prevent any unfair advantage conferred on such Member taking into account and in specific consideration of the undertakings and obligations of the parties under the Agreement and the Reorganization Documents16, (ii) but for each Member’s agreement to be bound by the agreements and covenants contained under this Section 9.01, the Members and the Company Parties monetary damages would not have entered into or consummated those transactions contemplated the Agreement and the Reorganization Documents be an adequate remedy for any such breach, and (iii) that irreparable harm would result Buyer shall be entitled to the Members and the Company Parties as a result of a violation or breach (or potential violation or breach) by such Member (or its Affiliates) of this Section 9.01. In addition, each Member agrees that each Member shall have the right to specifically enforce the provisions of this Section 9.01 in any federal court located in the State of Delaware or any Delaware state courtinjunctive relief, in addition to any other remedy to which such parties are entitled at law or in equity. If a final judgment of a court of competent jurisdiction or other Governmental Authority determines that any term, provision, covenant or restriction contained in this Section 9.01 is invalid or unenforceable, then the parties hereto agree that the court of competent jurisdiction or other Governmental Authority will have the power to modify this Section 9.01 (including by reducing the scope, duration or geographic area of the term or provision, deleting specific words or phrases or replacing 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) so as to effect the original intention of the invalid or unenforceable term or provision. To the fullest extent permitted by lawit may have, in the event of any such breach. It is hereby also agreed that the existence of any proceeding is brought claims which Seller or Principals may have against Buyer, whether under this Agreement or in connection with otherwise, shall not be a defense to the enforcement by Buyer of any of the rights under this Section 9.01, 16. 16.4 It is the prevailing party intent of the parties hereto that the covenants contained in such proceeding (whether at final or on appeal) this Agreement shall be entitled enforced to recover from the other party all costsfullest extent permissible under the laws of and public policies of each jurisdiction in which enforcement is sought (the Seller and Principals hereby acknowledge that said restrictions are reasonably necessary for the protection of Buyer). Accordingly, expensesit is hereby agreed that if any one or more of the provisions of Section 16 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (only with respect to the operation thereof in the particular jurisdiction in which such adjudication is made) construed by limiting and reducing it so as to be enforceable to the extent permissible. 16.5 The provisions of this Section 16 shall be in addition to, and reasonable attorneys’ fees incident not in lieu of, any other obligations with respect to any such proceeding. The term “prevailing party” the subject matter hereof, whether arising as used herein means the party in whose favor the final judgment a matter of contract, by law or award is entered in any such proceedingotherwise.