Common use of Non-Competition and Non-Solicitation Covenants Clause in Contracts

Non-Competition and Non-Solicitation Covenants. (a) Except as is necessary to operate the Seller Retained Stores, during the period which shall commence as of the Closing and shall terminate on the fifth anniversary of the Closing Date (the “Restricted Period”), no Restricted Party shall: (i) Anywhere in the Business Area, directly or indirectly (including through any Affiliate of any Restricted Party), compete with the Business, conduct a business similar to the Business, or own, manage, operate, control, be employed or retained by, provide services to, engage or participate in, advise, aid or be connected as an owner, partner, principal, sales representative, advisor, member of the board of directors of, employee of or consultant of, any Competitor. (ii) Invest in, or otherwise provide or assist in providing financing to, any Competitor. (iii) Directly or indirectly (including through any Affiliate of any Restricted Party), (A) solicit, induce or attempt to induce any licensee, franchisee, area development agent, area developer, customer, supplier or other third party to cease doing business in whole or in part with Buyer or any of its Affiliates with respect to the Business; (B) attempt to limit or interfere with any agreement or relationship existing between Buyer or any of its Affiliates with respect to the Business with any licensee, franchisee, area development agent, area developer customer, supplier or other third party; (C) disparage or take any actions that are harmful to the business reputation of the Business, Buyer, or any of its Affiliates (or their respective management teams) or (D) acquire or attempt to acquire any business that Buyer or any of its Affiliates has identified to any Restricted Party as, or the Restricted Party otherwise learns is, a potential acquisition target (an “Acquisition Target”) or take any action to induce or attempt to induce any Acquisition Target to complete any acquisition, investment or other similar transaction with any other Person other than Buyer or any of its Affiliates; provided, however, that such prohibition shall not restrict the Sellers, or any one of them, from enforcing and/or defending their rights under this Agreement or any Transaction Document. (iv) Hire, retain, employ, or engage any employee, contractor, or consultant of Buyer or any of its Affiliates, or induce or attempt to induce any such employee, contractor, or consultant to leave his, her, or its position or in any way interfere with the relationship between Buyer or any of its Affiliates and any of their respective employees, contractors, or consultants; provided, however, that nothing set forth herein or in any other Transaction Document shall prohibit any Seller or any of their respective Affiliates from hiring, retaining, employing or engaging any individual who worked as a corporate office employee of any Seller as of the Closing Date, which employees are set forth on Schedule 6.4(a) hereto. (b) Each Restricted Party agrees that each covenant in this Section 6.4 is reasonable with respect to its duration, geographical area, and scope. Each Restricted Party also acknowledges and agrees that (i) this Section 6.4 is reasonable and necessary to protect and preserve Buyer’s and the Business’s legitimate business interests and the value of the Business, and to prevent an unfair advantage from being conferred on any Restricted Party; and (ii) Sellers (in addition to any responsibility owed by any Restricted Party that commits a breach hereunder) shall be responsible for any breach of this Section 6.4 by any Restricted Party. (c) Notwithstanding the foregoing provisions of this Section 6.4 and the restrictions set forth therein, (i) a Restricted Party may own securities in any Competitor that is a publicly-held corporation, but only to the extent that the Restricted Party does not own, of record or beneficially, more than one percent of the outstanding beneficial ownership of any such Competitor, (ii) a Restricted Party may sell, lease, license, or otherwise transfer to any Person any of the Excluded Assets, and (iii) a Restricted Party may conduct business with any supplier or other vendor that provided goods and/or services to any Seller prior to the Closing Date, so long as such business does not compete with, interfere with or adversely affect the Business; provided that, in the case of either of clause (i), (ii), or (iii), such Restricted Party is otherwise in compliance with the terms hereof and the terms of any confidentiality or non-disclosure agreement then in effect between any Restricted Party and Buyer or any of its Affiliates. (d) Each Restricted Party further agrees that due to the inadequate remedy at law and irreparable injury to Buyer or its Affiliates that may result from the violation of the covenants contained in this Section 6.4, Buyer and its Affiliates are entitled to seek to enforce their rights and the obligations owed under this Section 6.4 not only by an action or actions for damages, but also by an action or actions for specific performance, temporary, preliminary, or permanent injunctive relief or other equitable relief in order to enforce or prevent any violations or breaches (whether anticipatory, continuing or future) of this Section 6.4 without the need to post any bond or other security. Nothing herein contained shall be construed as prohibiting Buyer or any of its Affiliates from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the breaching party. Each Restricted Party further agrees that the Restrictive Period shall be extended by an amount of time equal to the time that such Restricted Party was in breach of this Section 6.4. If any court of competent jurisdiction determines that any of the covenants and agreements contained in this Section 6.4, or any part hereof, are unenforceable because of the character, duration or geographic scope of such provision, such court shall have the power to modify the duration or scope of such provision, as the case may be, and, in its modified form, such provision shall then be enforceable to the maximum extent permitted by applicable law.

Non-Competition and Non-Solicitation Covenants. (a) Except as is necessary to operate the Seller Retained Stores, during During the period which shall commence as of the Closing and shall terminate on the fifth third anniversary of the Closing Date (the “Restricted Period”), no Restricted Party shall: (i) Anywhere in the Business Area, directly or indirectly (including through any Affiliate of any Restricted Party), compete with the Business, conduct a business similar to the Business, or own, manage, operate, control, be employed or retained by, provide services to, engage or participate in, advise, aid or be connected control as an owner, partner, principal, sales representative, advisor, principal or member of the board of directors of, employee of or consultant of, any Competitor. (ii) Invest in, or otherwise provide or assist in providing financing to, any Competitor. (iii) Directly or indirectly (including through any Affiliate of any Restricted Party), (A) solicit, induce or attempt to induce any licensee, franchisee, area development agent, area developer, customer, supplier or other third party to cease doing business in whole or in part with Buyer or any of its Affiliates with respect to the Business; (B) attempt to limit or interfere with any agreement or relationship existing between Buyer or any of its Affiliates with respect to the Business with any licensee, franchisee, area development agent, area developer customer, supplier or other third party; (C) disparage or take any actions that are harmful to the business reputation of the Business, Buyer, or any of its Affiliates (or their respective management teams) ); or (D) acquire or attempt to acquire any business that Buyer or any of its Affiliates has identified to any Restricted Party as, or the Restricted Party otherwise learns is, a potential acquisition target (an “Acquisition Target”) or take any action to induce or attempt to induce any Acquisition Target to complete any acquisition, investment or other similar transaction with any other Person other than Buyer or any of its Affiliates; provided, however, that such prohibition shall not restrict the Sellers, or any one of them, from enforcing and/or defending their rights under this Agreement or any Transaction Document. (iv) Hire, retain, employ, or engage any employee, contractor, or consultant of Buyer or any of its Affiliates, or induce or attempt to induce any such employee, contractor, or consultant to leave his, her, or its position or in any way interfere with the relationship between Buyer or any of its Affiliates and any of their respective employees, contractors, or consultants; provided, however, that nothing set forth herein or in any other Transaction Document shall prohibit any Seller or any of their respective Affiliates from hiring, retaining, employing or engaging any individual who worked as a corporate office employee of any Seller as of the Closing Date, which employees are set forth on Schedule 6.4(a) hereto. (b) Each Restricted Party agrees that each covenant in this Section 6.4 is reasonable with respect to its duration, geographical area, and scope. Each Restricted Party also acknowledges and agrees that (i) this Section 6.4 is reasonable and necessary to protect and preserve Buyer’s and the Business’s legitimate business interests and the value of the Business, and to prevent an unfair advantage from being conferred on any Restricted Party; and (ii) Sellers (in addition to any responsibility owed by any Restricted Party that commits a breach hereunder) shall be responsible for any breach of this Section 6.4 by any Restricted Party. (c) Notwithstanding the foregoing provisions of this Section 6.4 and the restrictions set forth therein, (i) a Restricted Party may own securities in any Competitor that is a publicly-held corporation, but only to the extent that the Restricted Party does not own, of record or beneficially, more than one percent of the outstanding beneficial ownership of any such Competitor, Competitor and (ii) a Restricted Party may sell, lease, license, or otherwise transfer to any Person any of the Excluded Assets, and (iii) a Restricted Party may conduct business with any supplier or other vendor that provided goods and/or services to any Seller prior to the Closing Date, so long as such business does not compete with, interfere with or adversely affect the Business; provided that, in the case of either of clause (i), ) or (ii), or (iii), such Restricted Party is otherwise in compliance with the terms hereof and the terms of any confidentiality or non-disclosure agreement then in effect between any Restricted Party and Buyer or any of its Affiliates. (d) Each Restricted Party further agrees that due to the inadequate remedy at law and irreparable injury to Buyer or its Affiliates that may result from the violation of the covenants contained in this Section 6.4, Buyer and its Affiliates are entitled to seek to enforce their rights and the obligations owed under this Section 6.4 not only by an action or actions for damages, but also by an action or actions for specific performance, temporary, preliminary, or permanent injunctive relief or other equitable relief in order to enforce or prevent any violations or breaches (whether anticipatory, continuing or future) of this Section 6.4 without the need to post any bond or other security. Nothing herein contained shall be construed as prohibiting Buyer or any of its Affiliates from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the breaching party. Each Restricted Party further agrees that the Restrictive Period shall be extended by an amount of time equal to the time that such Restricted Party was in breach of this Section 6.4. If any court of competent jurisdiction determines that any of the covenants and agreements contained in this Section 6.4, or any part hereof, are unenforceable because of the character, duration or geographic scope of such provision, such court shall have the power to modify the duration or scope of such provision, as the case may be, and, in its modified form, such provision shall then be enforceable to the maximum extent permitted by applicable law6.

Non-Competition and Non-Solicitation Covenants. (a) Except as is necessary to operate the Seller Retained Stores, during During the period which shall commence as of the Closing and shall terminate on the fifth anniversary of the Closing Date (the “Restricted Period”), no Restricted Party shall: (i) Anywhere in the Business Area, directly or indirectly (including through any Affiliate of any Restricted Party), compete with the Business, conduct a business similar to the Business, or own, manage, operate, control, be employed or retained by, provide services to, engage or participate in, advise, aid or be connected as an owner, partner, principal, sales representative, advisor, member of the board of directors of, employee of or consultant of, any Competitor. (ii) Invest in, or otherwise provide or assist in providing financing to, any Competitor. (iii) Directly or indirectly (including through any Affiliate of any Restricted Party), (A) solicit, induce or attempt to induce any licensee, franchisee, area development agent, area developer, customer, supplier or other third party to cease doing business in whole or in part with Buyer or any of its Affiliates with respect to the Business; (B) attempt to limit or interfere with any agreement or relationship existing between Buyer or any of its Affiliates with respect to the Business with any licensee, franchisee, area development agent, area developer customer, supplier or other third party; (C) disparage or take any actions that are harmful to the business reputation of the Business, Buyer, or any of its Affiliates (or their respective management teams) or (D) acquire or attempt to acquire any business that Buyer or any of its Affiliates has identified to any Restricted Party as, or the Restricted Party otherwise learns is, a potential acquisition target (an “Acquisition Target”) or take any action to induce or attempt to induce any Acquisition Target to complete any acquisition, investment or other similar transaction with any other Person other than Buyer or any of its Affiliates; provided, however, that such prohibition shall not restrict the Sellers, or any one of them, from enforcing and/or defending their rights under this Agreement or any Transaction Document. (iv) Hire, retain, employ, or engage any employee, contractor, or consultant of Buyer or any of its Affiliates, or induce or attempt to induce any such employee, contractor, or consultant to leave his, her, or its position or in any way interfere with the relationship between Buyer or any of its Affiliates and any of their respective employees, contractors, or consultants; provided, however, that nothing set forth herein or in any other Transaction Document shall prohibit any Seller or any of their respective Affiliates from hiring, retaining, employing or engaging any individual who worked as a corporate office employee of any Seller as of the Closing Date, which employees are set forth on Schedule 6.4(a) hereto. (b) Each Restricted Party agrees that each covenant in this Section 6.4 is reasonable with respect to its duration, geographical area, and scope. Each Restricted Party also acknowledges and agrees that (i) this Section 6.4 is reasonable and necessary to protect and preserve Buyer’s and the Business’s legitimate business interests and the value of the Business, and to prevent an unfair advantage from being conferred on any Restricted Party; and (ii) Sellers (in addition to any responsibility owed by any Restricted Party that commits a breach hereunder) shall be responsible for any breach of this Section 6.4 by any Restricted Party. (c) Notwithstanding the foregoing provisions of this Section 6.4 and the restrictions set forth therein, (i) a Restricted Party may own securities in any Competitor that is a publicly-held corporation, but only to the extent that the Restricted Party does not own, of record or beneficially, more than one percent of the outstanding beneficial ownership of any such Competitor, (ii) a Restricted Party may sell, lease, license, or otherwise transfer to any Person any of the Excluded Assets, and (iii) a Restricted Party may conduct business with any supplier or other vendor that provided goods and/or services to any Seller prior to the Closing Date, so long as such business does not compete with, interfere with or adversely affect the Business; provided that, in the case of either of clause (i), (ii), or (iii), such Restricted Party is otherwise in compliance with the terms hereof and the terms of any confidentiality or non-disclosure agreement then in effect between any Restricted Party and Buyer or any of its Affiliates. (d) Each Restricted Party further agrees that due to the inadequate remedy at law and irreparable injury to Buyer or its Affiliates that may result from the violation of the covenants contained in this Section 6.4, Buyer and its Affiliates are entitled to seek to enforce their rights and the obligations owed under this Section 6.4 not only by an action or actions for damages, but also by an action or actions for specific performance, temporary, preliminary, or permanent injunctive relief or other equitable relief in order to enforce or prevent any violations or breaches (whether anticipatory, continuing or future) of this Section 6.4 without the need to post any bond or other security. Nothing herein contained shall be construed as prohibiting Buyer or any of its Affiliates from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the breaching party. Each Restricted Party further agrees that the Restrictive Period shall be extended by an amount of time equal to the time that such Restricted Party was in breach of this Section 6.4. If any court of competent jurisdiction determines that any of the covenants and agreements contained in this Section 6.4, or any part hereof, are unenforceable because of the character, duration or geographic scope of such provision, such court shall have the power to modify the duration or scope of such provision, as the case may be, and, in its modified form, such provision shall then be enforceable to the maximum extent permitted by applicable law. Notwithstanding anything to the contrary contained herein, the parties hereby acknowledge and agree that each of Roi Sxxxxx and Txx Xxxxxxx shall be responsible for their individual compliance with the restrictive covenants set forth in this Section 6.4, neither shall be responsible the other’s breach of such restrictive covenants, and in no event whatsoever shall either Roi Sxxxxx or Txx Xxxxxxx be liable for damages, whether monetary in nature or otherwise, for the other’s breach hereof.

Non-Competition and Non-Solicitation Covenants. (a) Except as is necessary to operate In consideration of the purchase by Buyer of the Specified Assets, Seller Retained Storesshall not, and shall cause its Affiliates, directors, officers and shareholders not to, during the period which shall commence as of Non-Compete Period and within the Closing and shall terminate on the fifth anniversary of the Closing Date (the “Restricted Period”)Territory, no Restricted Party shall: (i) Anywhere in the Business Areaany manner, directly or indirectly or by assisting any other Person, (including through i) own, control, manage, engage in, fund, finance or be a consultant for any Affiliate of any Restricted Party), compete business competitive with the Business, conduct a business similar to except that the Business, or own, manage, operate, control, be employed or retained by, provide services to, engage or participate in, advise, aid or be connected as an owner, partner, principal, sales representative, advisor, member ownership of Seller of not more than three percent of the board shares of directors ofstock of any corporation having a class of equity securities actively traded on an national securities exchange or on NASDAQ shall not be deemed by violate the prohibitions of this paragraph, employee of or consultant of, any Competitor. (ii) Invest inknowingly sell or distribute in the Territory stainless steel pipe and tube, regardless of where the pipe and tube is manufactured, except as a partner of Buyer or otherwise provide or assist in providing financing toone of its Affiliates, any Competitor. including selling to third parties that Seller knows ultimately distribute these product lines into the Territory, (iii) Directly or indirectly (including through any Affiliate of any Restricted Party)recruit, (A) solicit, induce or attempt to induce any licenseehire (except as a result of a general advertisement), franchisee, area development agent, area developer, customer, supplier or other third party to cease doing business in whole or in part with Buyer or any of its Affiliates with respect to the Business; (B) attempt to limit or interfere with any agreement or relationship existing between Buyer or any of its Affiliates with respect to the Business with any licensee, franchisee, area development agent, area developer customer, supplier or other third party; (C) disparage or take any actions that are harmful to the business reputation of the Business, Buyer, or any of its Affiliates (or their respective management teams) or (D) acquire or attempt to acquire any business that Buyer recruit, solicit, induce or hire, any of its Affiliates has identified to any Restricted Party as, the Transferred Employees or the Restricted Party otherwise learns is, a potential acquisition target employees of Buyer (an “Acquisition Target”) or take any action to induce or attempt to induce any Acquisition Target to complete any acquisition, investment or other similar transaction with any other Person other than Buyer or any of its Affiliates; provided, however, that such prohibition shall not restrict the Sellers) to terminate their employment with, or any one of themotherwise cease their relationship with, from enforcing and/or defending their rights under this Agreement or any Transaction Document. Buyer (iv) Hire, retain, employ, or engage any employee, contractor, or consultant of Buyer or any of its Affiliates), or induce (iv) solicit, divert, reduce or otherwise modify or attempt to induce any such employeesolicit, contractordivert, reduce or otherwise modify, the business of the clients, suppliers, licensors, licensees, franchisees, customers, accounts or business relations, or consultant to leave hisprospective clients, hersuppliers, licensors, licensees, franchisees, customers, accounts or business relations, of the Business. Notwithstanding the foregoing, these restrictive Non-Competition and Non-Solicitation covenants shall not restrict Seller or its position Affiliates from selling products into North America that Buyer and its Affiliates do not currently offer, including, but not limited to, any product manufactured and sold by Seller Ongoing Operation . 8.3.3 In the event a judicial or in arbitral determination is made that any way interfere provision of this Section 8.3 constitutes an unreasonable or otherwise unenforceable restriction against Seller, provisions of this Section 8.3 shall be rendered void only to the extent that such judicial or arbitral determination finds such provisions to be unreasonable 14 or otherwise unenforceable with respect to Seller. In this regard, any judicial authority construing this Agreement shall be empowered to sever any portion of the relationship between Buyer Territory, any prohibited business activity or any time period from the coverage of its Affiliates this Section 8.3 and to apply the provisions of this Section 8.3 to the remaining portion of the Territory, the remaining business activities and the remaining time period not so severed by such judicial or arbitral authority. If any of their respective employees, contractors, or consultants; provided, however, that nothing restriction set forth herein or in any other Transaction Document shall prohibit any Seller or any of their respective Affiliates from hiring, retaining, employing or engaging any individual who worked as a corporate office employee of any Seller as of the Closing Date, which employees are set forth on Schedule 6.4(a) hereto. (b) Each Restricted Party agrees that each covenant in this Section 6.4 8.3 is reasonable with respect found by any court of competent jurisdiction or arbitration panel to its duration, geographical be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, and scope. Each Restricted Party also acknowledges and agrees it is the intent of the Parties hereto that (i) it extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. 8.3.4 The restrictions contained in this Section 6.4 is 8.3 are necessary for the protection of the business and goodwill of Buyer and are considered by Seller to be reasonable and necessary to protect and preserve Buyer’s and the Business’s legitimate business interests and for such purpose. Seller expressly acknowledges the value of the Businessconsideration received in connection with this Section 8.3, and to prevent an unfair advantage from being conferred on any Restricted Party; and (ii) Sellers (in addition to any responsibility owed by any Restricted Party agrees that commits a breach hereunder) shall be responsible for any breach of this Section 6.4 by any Restricted Party. (c) Notwithstanding 8.3 will cause Buyer substantial and irrevocable damage and therefore, in the foregoing provisions of this Section 6.4 and the restrictions set forth therein, (i) a Restricted Party may own securities in any Competitor that is a publicly-held corporation, but only to the extent that the Restricted Party does not own, of record or beneficially, more than one percent of the outstanding beneficial ownership event of any such Competitor, (ii) a Restricted Party may sell, lease, license, or otherwise transfer to any Person any of the Excluded Assets, and (iii) a Restricted Party may conduct business with any supplier or other vendor that provided goods and/or services to any Seller prior to the Closing Date, so long as such business does not compete with, interfere with or adversely affect the Business; provided thatbreach, in the case of either of clause (i), (ii), or (iii), addition to such Restricted Party is otherwise in compliance with the terms hereof and the terms of any confidentiality or non-disclosure agreement then in effect between any Restricted Party and Buyer or any of its Affiliates. (d) Each Restricted Party further agrees that due to the inadequate remedy other remedies which may be available at law and irreparable injury to Buyer or its Affiliates that may result from the violation of the covenants contained in this Section 6.4equity, Buyer and its Affiliates are entitled to seek to enforce their rights and the obligations owed under this Section 6.4 not only by an action or actions for damages, but also by an action or actions for specific performance, temporary, preliminary, or permanent injunctive relief or other equitable relief in order to enforce or prevent any violations or breaches (whether anticipatory, continuing or future) of this Section 6.4 without the need to post any bond or other security. Nothing herein contained shall be construed as prohibiting Buyer or any of its Affiliates from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the breaching party. Each Restricted Party further agrees that the Restrictive Period shall be extended by an amount of time equal to the time that such Restricted Party was in breach of this Section 6.4. If any court of competent jurisdiction determines that any of the covenants and agreements contained in this Section 6.4, or any part hereof, are unenforceable because of the character, duration or geographic scope of such provision, such court shall have the power right to modify the duration or scope of such provision, as the case may be, and, in its modified form, such provision shall then be enforceable to the maximum extent permitted by applicable lawseek specific performance and injunctive relief.

Non-Competition and Non-Solicitation Covenants. (a) Except as is necessary to operate the Seller Retained Stores, during During the period which shall commence as of the Closing and shall terminate on the fifth anniversary of the Closing Date (the “Restricted Period”), no Restricted Party shall: (i) Anywhere in the Business Area, directly or indirectly (including through any Affiliate of any Restricted Party), compete with the Business, conduct a business similar to the Business, or own, manage, operate, control, be employed or retained by, provide services to, engage or participate in, advise, aid or be connected as an owner, partner, principal, sales representative, advisor, member of the board of directors of, employee of or consultant of, any Competitor. (ii) Invest in, or otherwise provide or assist in providing financing to, any Competitor. (iii) Directly or indirectly (including through any Affiliate of any Restricted Party), (A) solicit, induce or attempt to induce any licensee, franchisee, area development agent, area developer, customer, supplier or other third party to cease doing business in whole or in part with Buyer or any of its Affiliates with respect to the Business; (B) attempt to limit or interfere with any agreement or relationship existing between Buyer or any of its Affiliates with respect to the Business with any licensee, franchisee, area development agent, area developer customer, supplier or other third party; (C) disparage or take any actions that are harmful to the business reputation of the Business, Buyer, or any of its Affiliates (or their respective management teams) or (D) acquire or attempt to acquire any business that Buyer or any of its Affiliates has identified to any Restricted Party as, or the Restricted Party otherwise learns is, a potential acquisition target (an “Acquisition Target”) or take any action to induce or attempt to induce any Acquisition Target to complete any acquisition, investment or other similar transaction with any other Person other than Buyer or any of its Affiliates; provided, however, that such prohibition shall not restrict the Sellers, or any one of them, from enforcing and/or defending their rights under this Agreement or any Transaction Document. (iv) Hire, retain, employ, or engage any employee, contractor, or consultant of Buyer or any of its Affiliates, or induce or attempt to induce any such employee, contractor, or consultant to leave his, her, or its position or in any way interfere with the relationship between Buyer or any of its Affiliates and any of their respective employees, contractors, or consultants; provided, however, that nothing set forth herein or in any other Transaction Document shall prohibit any Seller or any of their respective Affiliates from hiring, retaining, employing or engaging any individual who worked as a corporate office employee of any Seller as of the Closing Date, which employees are set forth on Schedule 6.4(a) hereto. (b) Each Restricted Party agrees that each covenant in this Section 6.4 is reasonable with respect to its duration, geographical area, and scope. Each Restricted Party also acknowledges and agrees that (i) this Section 6.4 is reasonable and necessary to protect and preserve Buyer’s and the Business’s legitimate business interests and the value of the Business, and to prevent an unfair advantage from being conferred on any Restricted Party; and (ii) Sellers (in addition to any responsibility owed by any Restricted Party that commits a breach hereunder) shall be responsible for any breach of this Section 6.4 by any Restricted Party. (c) Notwithstanding the foregoing provisions of this Section 6.4 and the restrictions set forth therein, (i) a Restricted Party may own securities in any Competitor that is a publicly-held corporation, but only to the extent that the Restricted Party does not own, of record or beneficially, more than one percent of the outstanding beneficial ownership of any such Competitor, (ii) a Restricted Party may sell, lease, license, or otherwise transfer to any Person any of the Excluded Assets, and (iii) a Restricted Party may conduct business with any supplier or other vendor that provided goods and/or services to any Seller prior to the Closing Date, so long as such business does not compete with, interfere with or adversely affect the Business; provided that, in the case of either of clause (i), (ii), or (iii), such Restricted Party is otherwise in compliance with the terms hereof and the terms of any confidentiality or non-disclosure agreement then in effect between any Restricted Party and Buyer or any of its Affiliates. (d) Each Restricted Party further agrees that due to the inadequate remedy at law and irreparable injury to Buyer or its Affiliates that may result from the violation of the covenants contained in this Section 6.4, Buyer and its Affiliates are entitled to seek to enforce their rights and the obligations owed under this Section 6.4 not only by an action or actions for damages, but also by an action or actions for specific performance, temporary, preliminary, or permanent injunctive relief or other equitable relief in order to enforce or prevent any violations or breaches (whether anticipatory, continuing or future) of this Section 6.4 without the need to post any bond or other security. Nothing herein contained shall be construed as prohibiting Buyer or any of its Affiliates from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the breaching party. Each Restricted Party further agrees that the Restrictive Period shall be extended by an amount of time equal to the time that such Restricted Party was in breach of this Section 6.4. If any court of competent jurisdiction determines that any of the covenants and agreements contained in this Section 6.4, or any part hereof, are unenforceable because of the character, duration or geographic scope of such provision, such court shall have the power to modify the duration or scope of such provision, as the case may be, and, in its modified form, such provision shall then be enforceable to the maximum extent permitted by applicable law. Notwithstanding anything to the contrary contained herein, the parties hereby acknowledge and agree that each of Roi Xxxxxx and Xxx Xxxxxxx shall be responsible for their individual compliance with the restrictive covenants set forth in this Section 6.4, neither shall be responsible the other’s breach of such restrictive covenants, and in no event whatsoever shall either Roi Xxxxxx or Xxx Xxxxxxx be liable for damages, whether monetary in nature or otherwise, for the other’s breach hereof.