Common use of Non-Competition; Non-Solicitation; Non-Disparagement Clause in Contracts

Non-Competition; Non-Solicitation; Non-Disparagement. (a) For a period of three (3) years commencing on the Closing Date, none of the Sellers shall, nor shall such Seller permit any of such Seller’s Affiliates to, directly or indirectly, within the Midland Basin and the Delaware Basin (i) engage in the Business or have an interest, including as an owner, partner, stockholder, officer, employee, director, agent or consultant, in any Person (other than Purchaser or its Affiliates) that engages in the Business; provided, however, solely with respect to D5, this Section 6.07(a)(i) shall not prohibit (A) D5’s ownership or operation of Hercules Equipment Management, LLC or (B) the ownership or operations of Xxxxxxxx Xxxxxxxx 0, Xxx., Xxxxxxxx Properties America I, Ltd. or their respective subsidiaries other than D5 or D5’s subsidiaries (excluding Hercules Equipment Management, LLC), or (ii) take any action intended to interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Purchaser and customers or suppliers of the Target Group Companies; provided, however, that this Section 6.07(a) shall not prevent a Seller from investing as a less-than-five-percent (5%) stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system. (b) For a period of two (2) years commencing on the Closing Date, no Seller shall, nor shall it/he/she permit any of its/his/her Affiliates to, directly or indirectly, hire or solicit any Business Employee or encourage any such Business Employee to leave his or her employment with a Target Group Company; provided that the foregoing shall not be violated by (i) general solicitations of employment not specifically targeted at any Business Employee, including responses to general advertisements, or (ii) the hiring of any Business Employee whose employment has been terminated by Purchaser or any Target Group Company or who seeks employment with a Seller or its Affiliate on an unsolicited basis or in response to any such general solicitation or advertisement. 59 (c) From and after the Closing, no Seller shall, nor shall it/he/she permit any of its/his/her Affiliates to, make any statement that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Purchaser, any Target Group Company or any of their respective subsidiaries, Affiliates, employees, officers, directors or stockholders. (d) Each Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of the Purchaser and constitute a material inducement to the Purchaser to consummate the Acquisition and the other transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by Applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by Applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation; Non-Disparagement. (a) For a period of three (3) years commencing on following the Closing Date, none the Seller shall not either individually or in partnership or jointly or in conjunction with any other Person, without prior written consent of the Sellers shallPurchasers, nor shall such Seller permit (i) manage, carry on, establish, or otherwise engage in or assist others in engaging in any of such Seller’s Affiliates tobusiness that competes, directly or indirectly, within the Midland Basin and the Delaware Basin (i) engage in with the Business or the Acquired Assets (a “Competing Business”) in the United States of America (the “Restricted Territory”), (ii) have an interestinterest in any Person that engages directly or indirectly in a Competing Business in the Restricted Territory in any capacity, including as an owner, a partner, stockholdershareholder, officermember, employee, directorprinciple, agent agent, trustee or consultant, in any Person consultant (other than Purchaser or its Affiliates) that engages in the Business; provided, however, solely with respect that, ownership of securities having no more than 1% of the outstanding voting power of any Person which is listed on any national securities exchange will not be deemed to D5, be in violation of this Section 6.07(a)(i) shall not prohibit (A) D5’s ownership or operation of Hercules Equipment Management, LLC or (B) the ownership or operations of Xxxxxxxx Xxxxxxxx 0, Xxx., Xxxxxxxx Properties America I, Ltd. or their respective subsidiaries other than D5 or D5’s subsidiaries (excluding Hercules Equipment Management, LLCSection), or knowingly cause, induce, or encourage any material actual or prospective client, customer, supplier or licensor of the Business (ii) take including any action intended to interfere in existing or former client or customer of the Seller and any respect Person that becomes a client or customer of the Business after the Closing), or any other Person who has a material business relationship with the business relationships (whether formed prior Business, to terminate or after the date of this Agreement) between the Purchaser and customers modify any such actual or suppliers of the Target Group Companies; provided, however, that this Section 6.07(a) shall not prevent a Seller from investing as a less-than-five-percent (5%) stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation systemprospective relationship. (b) For a period of two (2) three years commencing on following the Closing Date, no the Seller shall, nor shall it/he/she permit any of its/his/her Affiliates to, not directly or indirectly, hire or indirectly solicit any Business Employee or encourage any such Business Employee person who is or was an employee of either Purchaser to leave his the employment of such Purchaser (if so employed) or her employment with a Target Group Companyemploy, or offer to employ, such individual in any other capacity; provided that that, the foregoing restriction shall not be violated by apply to (i) general solicitations generalized searches by use of employment advertising or recruiting efforts (including the use of search firms) that are not specifically targeted at any Business Employee, including responses to general advertisements, such employees or (ii) the soliciting or hiring of any Business Employee such employees whose employment by either Purchaser or any of its Affiliates has been terminated by such Purchaser or at least 180 days prior to and independent of any Target Group Company or who seeks employment communication with a the Seller or its Affiliate on an unsolicited basis or in response to any such general solicitation or advertisement. 59regarding employment. (c) From and after Following the Closing, no Seller shalleach Party agrees that it shall not (and shall cause its Affiliates and shall cause its Affiliates and their respective directors, nor shall it/he/she permit officers, employees and representatives not to) make, publish or communicate, whether orally or in writing, to any Person or in any public forum any defamatory, disparaging or negative remarks, comments or statements concerning the other Party or any of its/his/her such Party’s Affiliates toor their respective businesses or products, make any statement that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Purchaser, any Target Group Company or any of their respective subsidiaries, Affiliates, employees, officers, directors equity holders, members or stockholdersadvisors, or any member of such Person’s governing body; provided, however, that nothing in this Section shall limit a Party’s or its Affiliates’ ability to make true and accurate statements or communications in connection with any disclosure such Party or its Affiliates reasonably believes based on advice of counsel is required pursuant to applicable Law or Order. (d) Each The Parties acknowledge and agree that the restrictions set forth in this Section 8.5 are reasonable and that valid consideration has been received therefor pursuant to the terms hereof. It is the intention of the Parties that the provisions of this Section 8.5 are enforceable and, to that end, the Parties agree that if the scope or the duration of the covenant in this Section 8.5 is determined by a court (or arbitrator) to be overly broad or long, the court (or arbitrator) may reduce the scope or duration to the maximum scope or duration under applicable Law. (e) The Seller acknowledges that the restrictions contained in a breach or threatened breach of this Section 6.07 are reasonable and necessary 8.5 would give rise to protect the legitimate interests of the Purchaser and constitute a material inducement irreparable harm to the Purchaser to consummate the Acquisition Purchasers, for which monetary damages would not be an adequate remedy, and the other transactions contemplated by this Agreement. In hereby agrees that in the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed of a breach or a threatened breach by the time, geographic, product or service, or other limitations permitted by Applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by Applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability Seller of any such covenant or provision as written shall not invalidate or render unenforceable obligations, the remaining covenants or provisions hereofPurchasers shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any such invalidity or unenforceability in other relief that may be available from a court of competent jurisdiction (without any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdictionrequirement to post bond).

Non-Competition; Non-Solicitation; Non-Disparagement. (a) For a period of three (3) years commencing on the Closing Date, none of the Sellers shall, nor shall such Seller permit any of such Seller’s Affiliates to, directly or indirectly, within the Midland Basin and the Delaware Basin (i) engage in the Business or have an interest, including as an owner, partner, stockholder, officer, employee, director, agent or consultant, in any Person (other than Purchaser or its Affiliates) that engages in the Business; provided, however, solely with respect to D5, this Section 6.07(a)(i) shall not prohibit (A) D5’s ownership or operation of Hercules Equipment Management, LLC or (B) the ownership or operations of Xxxxxxxx Xxxxxxxx 0, Xxx., Xxxxxxxx Properties America I, Ltd. or their respective subsidiaries other than D5 or D5’s subsidiaries (excluding Hercules Equipment Management, LLC), or (ii) take any action intended to interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Purchaser and customers or suppliers of the Target Group Companies; provided, however, that this Section 6.07(a) shall not prevent a Seller from investing as a less-than-five-percent (5%) stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system. (b) For a period of two (2) years commencing on the Closing Date, no Seller shall, nor shall it/he/she permit any of its/his/her Affiliates to, directly or indirectly, hire or solicit any Business Employee or encourage any such Business Employee to leave his or her employment with a Target Group Company; provided that the foregoing shall not be violated by (i) general solicitations of employment not specifically targeted at any Business Employee, including responses to general advertisements, or (ii) the hiring of any Business Employee whose employment has been terminated by Purchaser or any Target Group Company or who seeks employment with a Seller or its Affiliate on an unsolicited basis or in response to any such general solicitation or advertisement. 59. (c) From and after the Closing, no Seller shall, nor shall it/he/she permit any of its/his/her Affiliates to, make any statement that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Purchaser, any Target Group Company or any of their respective subsidiaries, Affiliates, employees, officers, directors or stockholders. (d) Each Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of the Purchaser and constitute a material inducement to the Purchaser to consummate the Acquisition and the other transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by Applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by Applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation; Non-Disparagement. (a) For As a material inducement to Buyers to enter into this Agreement, each Seller shall not, and shall ensure that its current and future controlled Affiliates do not, for a period of three (3) years commencing on after the Closing Date, none directly or indirectly through any Person, own, acquire, manage, operate, control or participate in the ownership, management, operation or control of any Person engaged in any business that otherwise competes with the Business as conducted, and as contemplated to be conducted, as of the Sellers shallClosing Date, nor shall anywhere in the world. Notwithstanding the foregoing, such Seller permit any may, without violating this Section ‎5.4(a), own a passive investment not in excess of such Seller’s Affiliates to, directly or indirectly, within 5% of the Midland Basin and the Delaware Basin (i) engage in the Business or have an interest, including as an owner, partner, stockholder, officer, employee, director, agent or consultant, in any Person (other than Purchaser or its Affiliates) that outstanding capital stock of a corporation which engages in the Business; providedsuch a business, however, solely with respect to D5, this Section 6.07(a)(i) shall not prohibit (A) D5’s ownership or operation of Hercules Equipment Management, LLC or (B) the ownership or operations of Xxxxxxxx Xxxxxxxx 0, Xxx., Xxxxxxxx Properties America I, Ltd. or their respective subsidiaries other than D5 or D5’s subsidiaries (excluding Hercules Equipment Management, LLC), or (ii) take any action intended to interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Purchaser and customers or suppliers of the Target Group Companies; provided, however, that this Section 6.07(a) shall not prevent if such capital stock is a Seller from investing as a less-than-five-percent (5%) stockholder in the securities of any company listed on a national securities exchange or quoted security actively traded on an automated quotation systemestablished securities exchange. (b) For Each Seller shall not for a period of two three (23) years commencing on after the Closing Date: (i) cause, solicit, induce or encourage any Transferred Employee to leave such employment or hire, employ or otherwise engage any such individual; or (ii) knowingly cause, induce or encourage any material actual or prospective customer, supplier or licensor of the Business as of the Closing Date, no Seller shallor any other Person who has a material business relationship with the Business as of the Closing Date, nor shall it/he/she permit any of its/his/her Affiliates to, directly to terminate or indirectly, hire or solicit any Business Employee or encourage modify any such Business actual or prospective relationship. The foregoing restrictions shall not preclude (x) general solicitations in newspapers or similar mass media not targeted toward Transferred Employees or (y) the solicitation or hiring of any Transferred Employee who for at least one year prior to leave his the date on which such solicitation or her hiring would take place has terminated such Transferred Employee’s employment with a Target Group Company; provided Buyers (it being conclusively presumed so as to avoid any disputes under this Section ‎5.4(b) that the foregoing shall not be violated by any such solicitation or hiring within such one year period is in violation of clause (i) general solicitations of employment not specifically targeted at any Business Employee, including responses to general advertisements, or (ii) the hiring of any Business Employee whose employment has been terminated by Purchaser or any Target Group Company or who seeks employment with a Seller or its Affiliate on an unsolicited basis or in response to any such general solicitation or advertisement. 59above). (c) From and after the Closing, no Each Seller shall, nor shall it/he/she permit any of its/his/her Affiliates to, agrees that it will not make any statement that is intended to become publicdisparaging or defamatory public comments about the Business or Buyers or their Affiliates or their respective directors and officers, or to encourage or participate with anyone to make such statements or any such comments with respect to the business of Buyers or their Affiliates, or their products. Each Buyer agrees and acknowledges that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory the terms of the Purchaser, any Target Group Company this Section ‎5.4(c) do not prohibit such Seller or any of their respective subsidiariesits managers, Affiliates, employees, directors and officers, directors from making truthful statements, if required to do so by Law or stockholdersAction (including in connection with any Action relating to this Agreement and the Transactions). (d) Each Buyer agrees that it will not make any disparaging or defamatory public comments about Sellers or their Affiliates or their respective directors and officers, or to encourage or participate with anyone to make such statements or any such comment with respect to the business of the Sellers or their Affiliates, or their products. Each Seller agrees and acknowledges that the restrictions terms of this Section ‎5.4(d) do not prohibit Buyers or any of their managers, directors and officers, from making truthful statements, if required to do so by Law or Action (including in connection with any Action relating to this Agreement and the Transactions). (e) The covenants and undertakings contained in this Section 6.07 ‎‎5.4 relate to matters which are reasonable of a special, unique and necessary to protect the legitimate interests extraordinary character and a violation of any of the Purchaser terms of this Section ‎5.4 may cause irreparable injury to Buyers, such that money damages alone would not be a sufficient remedy for such violation. Therefore, Buyers shall be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section ‎‎5.4 without the necessity of proving actual Damages or posting any bond. The rights and constitute a material inducement to the Purchaser to consummate the Acquisition and the other transactions contemplated remedies provided by this Agreement. In the event that Section ‎‎5.4 are cumulative and in addition to any covenant other rights and remedies which Buyers may have hereunder or at Law or in equity. (f) Notwithstanding anything contained in this Agreement to the contrary, if a Seller breaches this Section 6.07 should ever be adjudicated to exceed the time‎5.4 and Buyers seek and obtains an injunction, geographic, product or service, restraining order or other limitations permitted by Applicable Law in equitable relief from any court of competent jurisdiction, then the three-year period referred to in Section ‎5.4(a) and Section ‎5.4(b), shall be computed from the date relief is granted to Buyers instead of from the Closing Date and reduced by any time following the Closing Date during which such Seller complied with its obligations thereunder. (g) If any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, geographical area, business limitation or any other relevant feature of this Section ‎‎5.4 is expressly empowered unreasonable, arbitrary or against public policy, then the maximum time period, geographical area, business limitation or other relevant feature which is determined by such court to reform such covenantbe reasonable, not arbitrary and such covenant not against public policy shall be deemed reformed, in such jurisdiction enforced against the applicable party. Each Buyer and each Seller expressly stipulates that this Section ‎‎5.4 is to be given the construction which renders its provisions valid and enforceable to the maximum time, geographic, product or service, or other limitations permitted by Applicable extent (not exceeding its express terms) possible under applicable Law. The covenants . (h) Notwithstanding anything contained in this Section 6.07 Agreement to the contrary, each Buyer agrees that the business conducted by each Seller and each provision hereof are severable its controlled Affiliates as of the date of this Agreement is not a business that otherwise competes with the Business as conducted and distinct covenants and provisions. The invalidity nothing in this Agreement would be interpreted or unenforceability understood to require that any Seller cease any of any such covenant or provision its business operations as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdictioncurrently conducted.

Non-Competition; Non-Solicitation; Non-Disparagement. (a) For a period of Seller agrees that, commencing on the Closing Date and ending on the three (3) years commencing on year anniversary of the Closing Date, none of the Sellers shallSeller shall not own, nor shall such Seller permit any of such Seller’s Affiliates tomanage, directly operate or indirectly, within the Midland Basin and the Delaware Basin (i) otherwise engage in any business that actually and directly competes with the Business or have an interest, including as an owner, partner, stockholder, officer, employee, director, agent or consultant, in any Person (other than Purchaser or its Affiliates) that engages currently conducted anywhere in the world (together, a “Competing Business”); provided, however, solely with respect to D5, however that nothing in this Section 6.07(a)(i5.6(a) shall not prohibit (A) D5’s ownership or operation of Hercules Equipment Management, LLC or (B) the ownership or operations of Xxxxxxxx Xxxxxxxx 0, Xxx., Xxxxxxxx Properties America I, Ltd. or their respective subsidiaries other than D5 or D5’s subsidiaries (excluding Hercules Equipment Management, LLC), or (ii) take any action intended to interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Purchaser and customers or suppliers of the Target Group Companies; provided, however, that this Section 6.07(a) shall not prevent a preclude Seller from investing as a less-than-five-owning up to three percent (53%) stockholder in the securities of any company listed on publicly traded Person engaged in a national securities exchange or quoted on an automated quotation systemCompeting Business. (b) For a period of two (2) years commencing on the Closing Date and ending on the three (3) year anniversary of the Closing Date, no Seller shallshall not solicit or hire any Hired Employee or any other employee of Buyer and its Affiliates with whom Seller has come into contact during the negotiation and consummation of the transactions contemplated herein, nor shall it/he/she permit any of its/his/her Affiliates to, directly or indirectly, hire or solicit any Business Employee or encourage any such Business Hired Employee or any other employee of Buyer and its Affiliates to leave his such employment or her employment with a Target Group Companyhire any Hired Employee or any other employee of Buyer and its Affiliates who has left such employment; provided provided, however, that the foregoing nothing in this Section 5.6(b) shall not be violated by (i) general solicitations of employment not specifically targeted at prevent Seller from hiring any Business Employee, including responses to general advertisements, or (ii) the hiring of any Business Employee employee whose employment has been terminated by Purchaser Buyer or any Target Group Company of its Affiliates for a period of at least sixty (60) days prior to such solicitation or hiring or who seeks responds to a general mass solicitation of employment with a Seller not specifically directed to the Hired Employees or any other employees of Buyer and its Affiliate on an unsolicited basis or in response to any such general solicitation or advertisement. 59Affiliates. (c) From Each of Seller and after the ClosingBuyer agrees that it will not, no Seller shall, nor shall it/he/she permit any of its/his/her and will cause its Affiliates not to, make any statement that is intended to become publicor publish, verbally or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Purchaserin writing, any Target Group Company statements concerning the other party or any of its Affiliates or any of their respective subsidiariesRepresentatives which statements are or reasonably may be construed as being injurious or inimical to the best interests of the other party or any of its Affiliates or any of their respective Representatives, including statements alleging that the other party or any of its Affiliates or any of their respective Representatives have acted improperly, illegally or unethically or have engaged in business practices which are improper, illegal or unethical; provided, however, that such restrictions shall not apply to any confidential communications with any Governmental Entity (including communications made in the course of any governmental investigation) or in the event of any Proceeding under this Agreement. For the avoidance of doubt, the requirements of this Section 5.6(c) shall only apply to employees of Seller, Buyer, and their respective Affiliates, employeeswhile such employees remain employed by Seller, officersBuyer or any applicable Affiliate of either of them, directors and only while any such employee is acting in his or stockholdersher official capacity. (d) Each of Seller and Buyer acknowledges that the restrictions contained in this Section 6.07 5.6 (i) are reasonable and necessary to protect the legitimate interests of the Purchaser other party and (ii) constitute a material inducement to the Purchaser each party to enter into this Agreement and consummate the Acquisition and the other transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by Applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by Applicable Lawhereby. The covenants contained in this Section 6.07 5.6 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation; Non-Disparagement. (a) For In order to induce Buyer and Parent to enter into this Agreement, other than in connection with his or her role as a period member and/or employee of three Buyer or any of its Affiliates, neither of the Sellers shall (3and shall cause their Affiliates, other than Parent, Buyer and the Companies, not to), at any time on or prior to the later of (i) years commencing on eighteen (18) months after the Closing Date; or (ii) eighteen (18) months after the date on which such Seller’s Employment Agreement terminates or expires, none directly or indirectly do any of the following: (i) solicit, induce or cause any Person with which either of the Sellers, either of the Companies, Parent or Buyer had a business relationship with respect to the Business (a “Restricted Person”) to reduce or terminate such Person’s business relationship with either of the Companies, Buyer, Parent or any of their respective Affiliates or their successors or assigns, in each case with respect to the Business or any portion of the business of the Companies, Buyer or Parent or any of their respective Affiliates or their successors or assigns in which each Seller actually participates or participates in the planning thereof or which either of the Sellers shallbecomes aware of solely while employed by Buyer, nor shall Parent or any Affiliate thereof solely as a result of such Seller permit Sellers’ employment prior to the date on which such Seller’s Employment Agreement expires or terminates, approach any such Restricted Person for any such purpose, authorize or assist in the taking of any of such actions for any such purpose, or authorize or assist in the taking of any such actions by any Person; or (ii) hire, solicit, recruit any Restricted Person, other than accountants, attorneys and other professionals that have provided services to the Sellers or the Companies, or attempt to persuade any Restricted Person to terminate such Restricted Person’s employment, consulting, advisory, or other services Contract or arrangement with either of the Companies, Buyer, Parent or any of their Affiliates, other than as required by applicable Law. (b) In order to induce Buyer and Parent to enter into this Agreement, other than in connection with his or her role as a member and/or employee of Buyer or any of its Affiliates, neither of the Sellers shall (and shall cause their Affiliates, other than Parent, Buyer and the Companies, not to), at any time on or prior to the later of (i) the date that is the first (1st) anniversary of the Closing Date; or (ii) the date that is the first (1st) anniversary of the date on which such Seller’s Affiliates toEmployment Agreement terminates or expires, directly or indirectly, within indirectly do any of the Midland Basin and the Delaware Basin following: (iA) engage in the Business any Restricted Activity, (B) acquire, or own in any manner, any interest in any Person that engages in any Restricted Activity, or that engages in any business, activity or enterprise that competes with any Restricted Activity, or (C) have an interest, including interest in (whether as an owner, partner, stockholderdirector, officer, partner, member, manager, joint venturer, lender, shareholder, vendor, consultant, employee, directoradvisor, agent agent, independent contractor or consultantotherwise), or otherwise participate in the management or operation of, any Person (other than Purchaser or its Affiliates) that engages in the Business; provided, however, solely with respect to D5, this Section 6.07(a)(i) shall not prohibit (A) D5’s ownership any Restricted Activity or operation of Hercules Equipment Management, LLC or (B) the ownership or operations of Xxxxxxxx Xxxxxxxx 0, Xxx., Xxxxxxxx Properties America I, Ltd. or their respective subsidiaries other than D5 or D5’s subsidiaries (excluding Hercules Equipment Management, LLC), or (ii) take any action intended to interfere in any respect business, activity or enterprise that competes with the business relationships (whether formed prior to or after the date of this Agreement) between the Purchaser and customers or suppliers of the Target Group Companiesany Restricted Activity; provided, however, except that this Section 6.07(a) shall 5.4 will not prevent a Seller from investing as a less-than-five-apply to the ownership of less than five percent (5%) stockholder in of the securities outstanding stock of any company listed on Person that has a national class of securities exchange or quoted on an automated quotation systemthat is publicly traded. (b) For a period of two (2) years commencing on the Closing Date, no Seller shall, nor shall it/he/she permit any of its/his/her Affiliates to, directly or indirectly, hire or solicit any Business Employee or encourage any such Business Employee to leave his or her employment with a Target Group Company; provided that the foregoing shall not be violated by (i) general solicitations of employment not specifically targeted at any Business Employee, including responses to general advertisements, or (ii) the hiring of any Business Employee whose employment has been terminated by Purchaser or any Target Group Company or who seeks employment with a Seller or its Affiliate on an unsolicited basis or in response to any such general solicitation or advertisement. 59 (c) From Neither of the Sellers and after neither of the ClosingCompanies shall (and shall cause their Affiliates not to), no Seller shalldirectly or indirectly make, nor shall it/he/she permit publish or communicate to any of its/his/her Affiliates Person or in any public forum (including, without limitation, on the Internet, to the media, via published material, to analysts or in comparable forums) any comments or statements (written or oral) that criticize, denigrate or disparage, or are detrimental to, make any statement that is intended to become public, the reputation or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory stature of either of the PurchaserCompanies, any Target Group Company Buyer, Seller, Parent, their Affiliates, businesses, or any of their respective subsidiaries, Affiliates, employees, officers, directors directors, employees or stockholdersagents, other than as required by applicable Law. (d) Each Seller acknowledges Buyer and Parent shall not (and shall cause their Affiliates not to), directly or indirectly make, publish or communicate to any Person or in any public forum (including, without limitation, on the Internet, to the media, via published material, to analysts or in comparable forums) any comments or statements (written or oral) that criticize, denigrate or disparage, or are detrimental to, the reputation or stature of the Sellers, the Companies, their Affiliates, businesses, or any of their officers, directors, employees or agents. (e) The Parties acknowledge that the acquisition of each of the Companies and the goodwill of each of the Companies is an essential component of the Transactions and believe that the goodwill of each of the Sellers and of each of the Companies is a valuable asset and an essential inducement to Buyer and Parent to enter into this Agreement and to consummate the Transactions. The Parties acknowledge that they could substantially dilute the value of such goodwill if either of the Sellers or either of the Companies violated any of the provisions of Section 5.4. In addition, the Parties acknowledge that the provisions of Section 5.4, and the period of time, geographic area and scope and type of restrictions contained on their activities set forth in this Section 6.07 5.4, are reasonable and necessary to protect for the legitimate interests protection of the Purchaser Buyer and constitute a material inducement to the Purchaser to consummate the Acquisition and the Parent. (f) If any court or other transactions contemplated by this Agreement. In the event tribunal of competent jurisdiction determines that any covenant contained in this portion of Section 6.07 should ever be adjudicated to exceed the 5.4 is invalid or unenforceable by reason of its extending for too great a period of time, geographic, product or serviceby reason of its extending over too great a geographical area, or other limitations permitted by Applicable Law reason of its being too extensive in any jurisdictionother respect, then any court (i) such portion is expressly empowered to reform such covenantbe interpreted to extend over the maximum period of time for which it can be enforceable, over the maximum geographical area as to which it can be enforceable, and such covenant shall be deemed reformed, in such jurisdiction to the maximum timeextent in all other respects as to which it can be enforceable, geographicall as determined by such court or other tribunal making such determination, product and (ii) in its reduced form, Section 5.4 will then be enforceable, but such reduced form will only apply with respect to the operation of such portion in the particular jurisdiction in or servicefor which such adjudication is made. The Parties intend that Section 5.4 be enforceable to the maximum extent permitted by applicable Law. (g) The Parties acknowledge that any breach or threatened breach of Section 5.4 might cause Buyer and Parent material and irreparable damage, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, Buyer and Parent will be entitled to seek, in addition to all other available rights and remedies (including seeking such damages as Buyer and Parent can show it has sustained by reason of such breach and recovery of costs and expenses, including attorneys’ fees and expenses), specific performance and injunctive relief (including a temporary restraining order, a permanent restraining order, or other limitations permitted by Applicable Law. The covenants contained a permanent injunction) in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability respect of any such covenant breach or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and threatened breach of any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdictionof Section 5.4.