Common use of NON-COMPETITION AND NONSOLICITATION Clause in Contracts

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 calendar months after the termination of the Executive's employment (the "Noncompete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary, the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by the Company for Cause. Nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 calendar months after the termination of the Executive's ’s employment (the "“Noncompete Period"”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner partner, member, director, trustee or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to any primary segment of the business of the Company that the Company was engaged in during the period of the Executive's ’s employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive’s personal assistant or Executive’s secretary) at any time while during the Executive was also so employed. Notwithstanding anything else herein six (6) month period prior to any termination of the contraryExecutive’s employment with the Company; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by the Company for Causematerially breaches this Agreement. Nothing Further, nothing in this Section 11 shall prohibit (a) Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any substantial amount of managerial efforts; or (b) Executive from being engaged in activities permitted under Section 1(c). The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for (a) For a period of 24 calendar months five (5) years after the termination of the Executive's employment Closing (the "Noncompete “Restricted Period"”), neither the Executive Seller, EnStructure the Parent nor any of their respective Affiliates shall notengage, directly or indirectly, either in any business anywhere in any state of the United States of America where the Business of the Seller is conducted as a principalof the Closing that supplies services of the kind supplied by the Business as of the Closing, agentor, without the prior written consent of the Purchaser, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, employerpartner, stockholder, partner consultant or otherwise, any Person that competes with the Purchaser or the Business in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business supplying services of the Company that kind supplied by the Company was engaged in during the period Business as of the Executive's employment with Closing; provided, however, that, for the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary, the provisions purposes of this Section 11 8.4, ownership of securities having no more than one percent (1%) of the outstanding voting power of any competitor which are listed on any national securities exchange shall not apply in the event the Executive's employment is terminated for any reason other than a termination by the Company for Cause. Nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement in violation of this Section 8.4 as long as the Person owning such securities has no other connection or relationship with such competitor. (b) For a period of one (1) year after the Closing Date, neither the Seller, EnStructure the Parent nor any of their respective Affiliates shall solicit for employment any management level employee of the Purchaser who immediately prior to the Closing Date was employed by the Seller and who was hired by the Purchaser in connection with the Transactions or in any way interfere with the relationship between the Purchaser and any of such management level employees. (c) The Restricted Period shall be extended by the length of any period during which the Seller, EnStructure or the Parent is in breach of the terms of Section 8.4(a). (d) Each of the Seller, EnStructure and the Parent acknowledges that this Section 8.4 constitutes an independent covenant that shall not be affected by performance or nonperformance of any other provision of this Agreement by the Purchaser. (e) Each of the Seller, EnStructure and the Parent acknowledges that the restrictions set forth in this Section 8.4 are necessary to protect the goodwill the Purchaser is acquiring hereunder and constitutes a material inducement to the Purchaser’s entering into and performing this Agreement. Each of the Seller, EnStructure and the Parent further acknowledges, stipulates and agrees that a breach of such obligation could result in irreparable harm and continuing damage to the Purchaser for which there may be no adequate remedy at law and further agrees that in the event of any breach of said obligation, the Purchaser may be entitled to injunctive relief and to such other relief as is proper under the circumstances. (f) Each of the Seller, EnStructure and the Parent acknowledges and agrees that the restrictions contained in this Section 8.4 are fair and reasonable and necessary to accomplish the full transfer of the Purchased Assets and the Business contemplated hereby. If, at the time of enforcement of this Section 8.4 a court or other tribunal shall hold that the restrictions therein are unreasonable or unenforceable under circumstances then existing, each of the Seller and the Parent agrees that the maximum extent permitted by lawperiod, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area.

NON-COMPETITION AND NONSOLICITATION. During the Term and and, except as otherwise provided in Section 8(a)(viii), for a period of 24 calendar months after the termination of the Executive's ’s employment (the "“Noncompete Period"”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's ’s employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by Company materially breaches this Agreement or the Company for CauseRelease. Nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and and, except as otherwise provided in Section 8(a)(ix), for a period of 24 calendar months after the termination of the Executive's employment (the "Noncompete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by Company materially breaches this Agreement or the Company for CauseRelease. Nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and and, except as otherwise provided in Section 8(a)(ix), for a period of 24 calendar months after the termination of the Executive's ’s employment (the "“Noncompete Period"”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's ’s employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by Company materially breaches this Agreement or the Company for CauseRelease. Nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 eighteen (18) calendar months after the termination of the Executive's employment (the "Noncompete Non-Compete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise involving the ownership, leasing or management of healthcare real estate (it being understood that engaging in the activity of operating a healthcare operating company which owns its own healthcare real estate is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's employment with the Companynot so prohibited), or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive's personal assistant or Executive's secretary) at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment termination is terminated for any reason other than a termination by the Company without Cause or by the Executive for CauseGood Reason. Nothing in this Section 11 shall impede, restrict or otherwise interfere with Executive's management and operation of the Excluded Businesses. Further, nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 calendar months after the termination of the Executive's ’s employment (the "“Noncompete Period"”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's ’s employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by Company materially breaches this Agreement or the Company for CauseRelease. Nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 18 calendar months after the termination of the Executive's ’s employment (the "“Noncompete Period"”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's ’s employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive’s personal assistant or Executive’s secretary) at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by Company materially breaches this Agreement or the Company for CauseRelease. Nothing in this Section 11 shall impede, restrict or otherwise interfere with the Executive’s management and operation of the Excluded Businesses. Further, nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and and, except as otherwise provided in Section 8(a)(x), for a period of 24 calendar months after the termination of the Executive's ’s employment (the "“Noncompete Period"”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's ’s employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by Company materially breaches this Agreement or the Company for CauseRelease. Nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 18 calendar months after the termination of the Executive's ’s employment (the "“Noncompete Period"”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner partner, member, director, trustee or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to any primary segment of the business of the Company that the Company was engaged in during the period of the Executive's ’s employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive’s personal assistant or Executive’s secretary) at any time while during the Executive was also so employed. Notwithstanding anything else herein six (6) month period prior to any termination of the contraryExecutive’s employment with the Company; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by the Company for Causematerially breaches this Agreement. Nothing in this Section 11 shall impede, restrict or otherwise interfere with the Executive’s management and operation of the Excluded Businesses. Further, nothing in this Section 11 shall prohibit (a) Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any substantial amount of managerial efforts; or (b) Executive from being engaged in activities permitted under Section 1(c). The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 an eighteen (18) calendar months after the termination of the Executive's employment (the "Noncompete Non-Compete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to involving the business ownership, leasing or management of the Company healthcare real estate (it being understood that the Company was engaged in during the period activity of the Executive's employment with the Company, operating a healthcare operating company which owns its own healthcare real estate is not so prohibited) or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive's personal assistant or Executive's secretary) at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment termination is terminated for any reason other than a termination by the Company without Cause or by the Executive for CauseGood Reason. Nothing in this Section 11 shall impede, restrict or otherwise interfere with Executive's management and operation of the Excluded Businesses. Further, nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 18 calendar months after the termination of the Executive's employment (the "Noncompete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary; provided, however, that the provisions of this Section 11 shall not apply in the event the Company materially breaches this Agreement or the Release. Nothing in this Section 11 shall impede, restrict or otherwise interfere with the Executive's employment is terminated for any reason other than a termination by management and operation of the Company for CauseExcluded Businesses. Nothing Further, nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he she is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his her being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him her pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 12 calendar months after the termination of the Executive's ’s employment (the "“Noncompete Period"”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's ’s employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by Company materially breaches this Agreement or the Company for CauseRelease. Nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and and, except as otherwise provided in Section 8(a)(ix), for a period of 24 calendar months after the termination of the Executive's ’s employment (the "“Noncompete Period"”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's ’s employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by Company materially breaches this Agreement or the Company for CauseRelease. Nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he she is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his her being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him her pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 18 calendar months after the termination of the Executive's ’s employment (the "“Noncompete Period"”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's ’s employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by Company materially breaches this Agreement or the Company for CauseRelease. Nothing in this Section 11 shall impede, restrict or otherwise interfere with the Executive’s management and operation of the Excluded Businesses. Further, nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he she is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his her being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him her pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and and, except as otherwise provided in Section 8(a)(ix), for a period of 24 calendar months after the termination of the Executive's employment (the "Noncompete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by Company materially breaches this Agreement or the Company for CauseRelease. Nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 18 calendar months after the termination of the Executive's employment (the "Noncompete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner partner, member, director, trustee or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to any primary segment of the business of the Company that the Company was engaged in during the period of the Executive's employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive's personal assistant or Executive's secretary) at any time while during the Executive was also so employed. Notwithstanding anything else herein six (6) month period prior to any termination of the contraryExecutive's employment with the Company; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by the Company for Causematerially breaches this Agreement. Nothing in this Section 11 shall impede, restrict or otherwise interfere with the Executive's management and operation of the Excluded Businesses. Further, nothing in this Section 11 shall prohibit (a) Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any substantial amount of managerial efforts; or (b) Executive from being engaged in activities permitted under Section 1(c). The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 18 calendar months after the termination of the Executive's employment (the "Noncompete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner partner, member, director, trustee or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to any primary segment of the business of the Company that the Company was engaged in during the period of the Executive's employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive's personal assistant or Executive's secretary) at any time while during the Executive was also so employed. Notwithstanding anything else herein six (6) month period prior to any termination of the contraryExecutive's employment with the Company; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by the Company for Causematerially breaches this Agreement. Nothing Further, nothing in this Section 11 shall prohibit (a) Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any substantial amount of managerial efforts; or (b) Executive from being engaged in activities permitted under Section 1(c). The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic egographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 eighteen (18) calendar months after the termination of the ExecutiveEmployee's employment (the "Noncompete Non-Compete Period"), the Executive Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise involving the ownership, leasing or management of healthcare real estate (it being understood that engaging in the activity of operating a healthcare operating company which owns its own healthcare real estate is substantially similar to the business of the Company not so prohibited and that the Company was engaged in during the period of the Executive's employment with the Companyserving as general counsel for any entity is not so prohibited), or (b) without the prior consent of the BoardCompany, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Employee's personal assistant or Employee's secretary) at any time while the Executive Employee was also so employed. Notwithstanding anything else herein to the contrary, the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by the Company for Cause. Nothing in this Section 11 8 shall prohibit Executive Employee from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive Employee agrees that the restraints imposed upon him pursuant to this Section 11 8 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 8 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 18 calendar months after the termination of the Executive's employment (the "Noncompete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary, the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by the Company for CauseCause or a termination by the Executive without Good Reason. Nothing in this Section 11 shall impede, restrict or otherwise interfere with the Executive's management and operation of the Excluded Businesses. Further, nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he she is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his her being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him her pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and and, except as otherwise provided in Section 8(a)(ix), for a period of 24 calendar months after the termination of the Executive's employment (the "Noncompete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by Company materially breaches this Agreement or the Company for CauseRelease. Nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he she is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his her being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him her pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 18 calendar months after the termination of the Executive's ’s employment (the "“Noncompete Period"”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner partner, member, director, trustee or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to any primary segment of the business of the Company that the Company was engaged in during the period of the Executive's ’s employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive’s personal assistant or Executive’s secretary) at any time while during the Executive was also so employed. Notwithstanding anything else herein six (6) month period prior to any termination of the contraryExecutive’s employment with the Company; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by the Company for Causematerially breaches this Agreement. Nothing Further, nothing in this Section 11 shall prohibit (a) Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any substantial amount of managerial efforts; or (b) Executive from being engaged in activities permitted under Section 1(c). The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 eighteen (18) calendar months after the termination of the Executive's employment (the "Noncompete Non-Compete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, independent contractor, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to involving the business ownership, leasing or management of the Company healthcare real estate (it being understood that the Company was engaged in during the period activity of the Executive's employment with the Company, operating a healthcare operating company which owns its own healthcare real estate is not so prohibited) or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive's personal assistant or Executive's secretary) at any time while the Executive was also so employed. Notwithstanding anything else herein to employed by the contraryCompany; provided, however, that the provisions of this Section 11 10 shall not apply in the event the Executive's employment termination is terminated for any reason other than a termination by the Company without Cause or by the Executive for CauseGood Reason. Nothing in this Section 11 10 shall impede, restrict or otherwise interfere with Executive's management and operation of those companies and businesses he owned, operated or controlled at the date of this Amended and Restated Agreement that were not transferred to or purchased by the Company or the REIT, provided such activities do not materially detract from the Executive's performance of his duties hereunder. Further, nothing in this Section 10 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 10 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 10 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 calendar months after the termination of the Executive's employment (the "Noncompete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary, the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by the Company for Cause. Nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he she is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his her being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him her pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 calendar months after the termination of the Executive's employment (the "Noncompete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary, the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated by the Company for any reason other than a termination by the Company for Cause. The Company recognizes that Executive was in the real estate brokerage business prior to Executive's employment with the Company and, accordingly, notwithstanding the foregoing restrictions, Executive shall be permitted to engage in the real estate brokerage business provided such activities are not directly or indirectly with existing relationships of the Company or with any banks or any other financial institutions. Nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 18 calendar months after the termination of the Executive's employment (the "Noncompete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner partner, member, director, trustee or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to any primary segment of the business of the Company that the Company was engaged in during the period of the Executive's employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive's personal assistant or Executive's secretary) at any time while during the Executive was also so employed. Notwithstanding anything else herein six (6) month period prior to any termination of the contraryExecutive's employment with the Company; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by the Company for Causematerially breaches this Agreement. Nothing Further, nothing in this Section 11 shall prohibit (a) Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any substantial amount of managerial efforts; or (b) Executive from being engaged in activities permitted under Section 1(c). The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 18 calendar months after the termination of the Executive's employment (the "Noncompete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary, the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by the Company for CauseCause or a termination by the Executive without Good Reason. Nothing in this Section 11 shall impede, restrict or otherwise interfere with the Executive's management and operation of the Excluded Businesses. Further, nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 18 calendar months after the termination of the Executive's ’s employment (the "“Noncompete Period"”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner partner, member, director, trustee or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to any primary segment of the business of the Company that the Company was engaged in during the period of the Executive's ’s employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive’s personal assistant or Executive’s secretary) at any time while during the Executive was also so employed. Notwithstanding anything else herein six (6) month period prior to any termination of the contraryExecutive’s employment with the Company; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by the Company for Causematerially breaches this Agreement. Nothing Further, nothing in this Section 11 shall prohibit (a) Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any substantial amount of managerial efforts; or (b) Executive from being engaged in activities permitted under Section 1(c). The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic egographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 eighteen (18) calendar months after the termination of the Executive's employment (the "Noncompete Non-Compete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise involving the ownership, leasing or management of healthcare real estate (it being understood that engaging in the activity of operating a healthcare operating company which owns its own healthcare real estate is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's employment with the Companynot so prohibited), or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive's personal assistant or Executive's secretary) at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary; provided, however, that the provisions of this Section 11 shall not apply in the event the Executive's employment termination is terminated for any reason other than a termination by the Company without Cause or by the Executive for CauseGood Reason. Nothing in this Section 11 shall impede, restrict or otherwise interfere with Executive's management and operation of the Excluded Businesses. Further nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

NON-COMPETITION AND NONSOLICITATION. During the Term and for (a) For a period of 24 eighteen (18) calendar months after following the termination of the Executive's employment Effective Date (the "Noncompete “Non-Compete Period"”), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (ai) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise involving the ownership, leasing or management of healthcare real estate (it being understood that engaging in the activity of operating a healthcare operating company which owns its own healthcare real estate is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's employment with the Companynot so prohibited), or (bii) without the prior consent of the Boardboard of directors of the REIT, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive’s personal assistant or the Executive’s secretary) at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary, the provisions of this Section 11 shall not apply in the event the Executive's employment is terminated for any reason other than a termination by the Company for Cause. . (b) Nothing in this Section 11 7 shall prohibit the Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. . (c) The Executive agrees that the restraints imposed upon him pursuant to this Section 11 7 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties Parties further agree that, in the event that any provision of this Section 11 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. (d) The Non-Compete Period shall automatically be tolled and suspended for the duration of any time that the Executive is in violation of any provision of this Agreement, and the entire time of such tolling and suspension shall be added to, and shall extend the duration of, the Non-Compete Period.

NON-COMPETITION AND NONSOLICITATION. During the Term and for a period of 24 18 calendar months after the termination of the Executive's employment (the "Noncompete Period"), the Executive shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) engage or assist others engaged, in whole or in part, in any business which is engaged in a business or enterprise that is substantially similar to the business of the Company that the Company was engaged in during the period of the Executive's employment with the Company, or (b) without the prior consent of the Board, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company (other than the Executive's personal assistant or Executive's secretary) at any time while the Executive was also so employed. Notwithstanding anything else herein to the contrary; provided, however, that the provisions of this Section 11 shall not apply in the event the Company materially breaches this Agreement or the Release. Nothing in this Section 11 shall impede, restrict or otherwise interfere with the Executive's employment is terminated for any reason other than a termination by management and operation of the Company for CauseExcluded Businesses. Nothing Further, nothing in this Section 11 shall prohibit Executive from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.