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

Non-Compete; Non-Disparagement. Each Restricted Person agrees for the benefit of the Company and Pubco that: (a) Unless otherwise specified in a separate agreement with the Company, the Restricted Person shall not, from and after the date the Restricted Person first acquires, directly or indirectly, any LLC Units until the date that is five (5) years after the date on which the Restricted Person no longer holds any LLC Units, either directly or indirectly, do any of the following: (i) directly or indirectly engage in any Competitive Activity, or (ii) solicit, or assist in the solicitation of, any Person who either is or has been an employee, producer or independent contractor of the Company or any of its Subsidiaries within the prior six (6) months for the purpose of inducing such Person to terminate his or her employment or relationship with the Company or its Subsidiary in order to work for Restricted Person or any other Person, whether or not a Competitive Enterprise. (b) The Restricted Person shall not take, and the Restricted Person 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 Restricted Person 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 Restricted Person taking into account and in specific consideration of the undertakings and obligations of the parties under the Agreement and the Reorganization Documents, (ii)

Non-Compete; Non-Disparagement. Each Restricted Person agrees for the benefit of the Company and Pubco that: (a) Unless otherwise specified in a separate agreement with the Company, the Restricted Person shall not, from and after the date the Restricted Person first acquires, directly or indirectly, any LLC Units until the date that is five (5) years after the date on which the Restricted Person no longer holds any LLC Units, either directly or indirectly, do any of the following: (i) directly or indirectly engage in any Competitive Activity, or (ii) solicit, or assist in the solicitation of, any Person who either is or has been an employee, producer or independent contractor of the Company or any of its Subsidiaries within the prior six (6) months for the purpose of inducing such Person to terminate his or her employment or relationship with the Company or its Subsidiary in order to work for Restricted Person or any other Person, whether or not a Competitive Enterprise. (b) The Restricted Person shall not take, and the Restricted Person 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 Restricted Person agrees that (i) the agreements and covenants contained in this Section ‎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 Restricted Person 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 Restricted Person’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 in 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 Restricted Person (or its Affiliates) of this ‎Section 9.01. In addition, each Member agrees that Pubco and the Company shall have the right to specifically enforce the provisions of this ‎Section 9.01 in any state or federal court located in any jurisdiction deemed necessary by Pubco or the Company to enforce such covenants, 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

Non-Compete; Non-Disparagement. Each Restricted Person agrees for the benefit of the Company and Pubco that: (a) Unless otherwise specified in a separate agreement with the Company, the Restricted Person shall not, from and after the date the Restricted Person first acquires, directly or indirectly, any LLC Units until the date that is five (5) years after the date on which the Restricted Person no longer holds any LLC Units, either directly or indirectly, do any of the following: (i) directly or indirectly engage in any Competitive Activity, or (ii) solicit, or assist in the solicitation of, any Person who either is or has been an employee, producer or independent contractor of the Company or any of its Subsidiaries within the prior six (6) months for the purpose of inducing such Person to terminate his or her employment or relationship with the Company or its Subsidiary in order to work for Restricted Person or any other Person, whether or not a Competitive Enterprise. (b) The Restricted Person shall not take, and the Restricted Person 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 Restricted Person 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 Restricted Person 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 Restricted Person’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 in 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 Restricted Person (or its Affiliates) of this Section 9.01. In addition, each Member agrees that Pubco and the Company shall have the right to specifically enforce the provisions of this Section 9.01 in any state or federal court located in any jurisdiction deemed necessary by Pubco or the Company to enforce such covenants, 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

Non-Compete; Non-Disparagement. Each Restricted Person agrees for the benefit of the Company and Pubco that: (a) Unless otherwise specified in a separate agreement Consultant and the Company agree that the Company would likely suffer significant harm from Consultant’s competing with the CompanyCompany during the Term and for some period of time thereafter. Accordingly, the Restricted Person shall Consultant agrees that he will not, from during the Term and after for a period of eighteen (18) months following the date termination of the Restricted Person first acquiresTerm for any reason, directly or indirectly, become employed by, engage in business with, serve as an agent or consultant to, become a partner, member, principal, stockholder or other owner (other than a holder of less than 1% of the outstanding voting shares of any LLC Units until publicly held company) of, or otherwise perform services relating to, the date Business (as defined below) for any Person that is five (5) years after the date on which the Restricted Person no longer holds any LLC Units, either directly or indirectly, do any of the following: (i) directly or indirectly engage in any Competitive Activityengaged in, or (ii) solicit, or assist in the solicitation of, any Person who either is otherwise competes or has been an employeea reasonable potential for competing with the Business (as defined herein), producer or independent contractor of the Company or any of its Subsidiaries within the prior six (6) months for the purpose of inducing such Person to terminate his or her employment or relationship with anywhere in which the Company or its Subsidiary subsidiaries engage in order or intend to work for Restricted Person engage in the Business or any other Person, where the Company or its subsidiaries’ customers are located (whether or not for compensation). For purposes of Sections 6 and 7, the term “Person” shall mean any individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a Competitive Enterprisegovernmental agency or political subdivision thereof. For purposes of this Section 7, the “Business” shall mean the operation and administration of a network of ambulatory surgical care centers or surgical hospitals providing facilities and medical staff (with re-syndication of ownership interests by participating physicians). (b) The Restricted Person shall not take, and the Restricted Person shall take reasonable steps to cause its Affiliates Consultant hereby agrees not to takedefame or disparage the Company, its affiliates and their officers, directors, members or executives. Consultant hereby agrees to cooperate with the Company in refuting any action defamatory or make disparaging remarks by any public statement, whether or not third party made in writing, that disparages or denigrates respect of the Company or any of its Subsidiaries (the “Company Parties”) affiliates or their respective directors, officers, employees, members, representatives and agents. (c) Each Restricted Person officers or executives. The Company agrees that (i) the agreements its Senior Vice Presidents, Executive Vice Presidents and covenants contained President shall not 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 Restricted Person taking into account and in specific consideration of the undertakings and obligations of the parties under the Agreement and the Reorganization Documents, (ii)way defame or disparage Consultant.