Common use of Non-Competition, Non-Solicitation and Non-Disclosure Clause in Contracts

Non-Competition, Non-Solicitation and Non-Disclosure. (a) For a period of five (5) years from the Closing Date, except as permitted in this Section 6.9, neither Seller nor any of its affiliates shall directly or indirectly (i) process, produce or manufacture (in each case, whether directly or indirectly or through co-packers and whether independently or with co-packers) value-added produce items, including packaged salads, salad kits, specialty salads, fresh-cut vegetables and fresh-cut fruit for sale through any outlets, including grocery stores, supercenters or other outlets in the retail distribution channel and quick-service restaurant and other food service outlets, (ii) sell or provide equipment, processes or material for freshness extending atmosphere systems or (iii) own any interest in any business or Person engaged in any of the foregoing activities under clauses (i) or (ii) above. The restrictions set forth in this Section 6.9 shall not be construed to prohibit or restrict: (A) any minority equity investment by Seller or any of its affiliates in any person or entity in which Seller or its affiliates do not have the right to designate a controlling number of members of the board of directors (or similar governing body) of such entity, or in which Seller or its affiliates collectively hold not more than 10% of the outstanding voting securities; (B) the sale of produce items purchased by Seller from third parties on an arm's-length basis (including produce which has been processed) exclusively for resale (and not subject to further processing) to its foodservice customers; (C) any business activity that would otherwise violate this Section 6.9 that is carried on by an entity or business that is acquired by Seller or otherwise becomes an affiliate thereof, but only if, at the time of such acquisition, the revenues derived from such business by such entity or business constitute less than 10% of the gross revenues of such person or business; or (D) Seller's engaging in its foodservice distribution business as currently conducted. For a period of three (3) years from the Closing Date, neither Seller nor any of its affiliates will, without the prior written consent of Purchaser, solicit any Person listed in Section 6.9(a) of the Disclosure Schedule to terminate such Person's customer relationship with the Companies or the Subsidiaries or enter into a relationship or arrangement with a different company or business engaged in the produce processing business with respect to any value-added produce item currently supplied, or contemplated to be supplied (as set forth in Section 6.9(a) of the Disclosure Schedule), by the Companies or the Subsidiaries.

Non-Competition, Non-Solicitation and Non-Disclosure. (a) For As part of the consideration for the transactions contemplated by this Agreement, the Stockholder covenants and agrees that, for a period of five four (54) years from following the Closing Date, except it will not, either directly or indirectly, alone or as permitted in this Section 6.9a partner, neither Seller nor joint venturer, officer, director, employee, lender, consultant, agent, independent contractor, stockholder or otherwise, or permit any business organization directly or indirectly controlled by it or any of its affiliates shall directly or indirectly (i) processAffiliates to, produce or manufacture (in each case, whether directly or indirectly or through co-packers and whether independently or with co-packers) value-added produce items, including packaged salads, salad kits, specialty salads, fresh-cut vegetables and fresh-cut fruit for sale through any outlets, including grocery stores, supercenters or other outlets engage in the retail distribution channel Restricted Business (as defined in Section 9.16 hereof) anywhere in the United States or any foreign country. In order to avoid any doubt, uncertainty or ambiguity, this Section 4.6(a) shall apply to prohibit the Stockholder and quick-service restaurant and other food service outlets, (ii) sell or provide equipment, processes or material for freshness extending atmosphere systems or (iii) own any interest its Affiliates from engaging in any business or activity included in the definition of "Restricted Business" in which the Stockholder or its Affiliates were engaged at any time during the two (2) year period preceding the Closing Date. Notwithstanding the foregoing, this Section 4.6(a) shall not preclude any Person engaged in any of the foregoing activities under clauses that acquires (i) fifty percent (50%) or more of the stock of the Stockholder or any of its Subsidiaries or (ii) above. The restrictions set forth in this Section 6.9 shall not be construed to prohibit all or restrict: (A) any minority equity investment by Seller substantially all of the assets of the Stockholder or any of its affiliates Subsidiaries, from engaging in the Restricted Business if such Person actively engaged in the Restricted Business prior to the date such Person first discusses any person such acquisition with the Stockholder or entity any of its Subsidiaries; provided, however, that the Stockholder and its direct and indirect Subsidiaries shall continue to be bound by all of the restrictions contained in which Seller this Section 4.6. The passive ownership by the Stockholder or its affiliates do not have the right to designate a controlling number Affiliates, of members of the board of directors (or similar governing body) of such entity, or in which Seller or its affiliates collectively hold not more than 10% of the outstanding voting securities; (B) the sale of produce items purchased by Seller from third parties on an arm's-length basis (including produce which has been processed) exclusively for resale (and not subject to further processing) to its foodservice customers; (C) any business activity that would otherwise violate this Section 6.9 that is carried on by an entity or business that is acquired by Seller or otherwise becomes an affiliate thereof, but only if, at the time of such acquisition, the revenues derived from such business by such entity or business constitute less than 10% of the gross revenues of such person or business; or (D) Seller's engaging in its foodservice distribution business as currently conducted. For a period of three percent (3) years from the Closing Date, neither Seller nor any of its affiliates will, without the prior written consent of Purchaser, solicit any Person listed in Section 6.9(a%) of the Disclosure Schedule to terminate such Person's customer relationship with the Companies shares of capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or the Subsidiaries or enter into a relationship or arrangement with a different company or business engaged in the produce processing business with respect over-the-counter market shall not be deemed, in and of itself, to any value-added produce item currently supplied, or contemplated to be supplied (as set forth in violate the prohibitions of this Section 6.9(a) of the Disclosure Schedule4.6(a), by the Companies or the Subsidiaries.