Common use of Non-Solicitation of Customers and Suppliers Clause in Contracts

Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party will not and it will not permit his, her or its Affiliates (other than a Covered Party) to, without the prior written consent of Pubco (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the Territory, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the Territory; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party as of the date of the relevant act prohibited by this Section 2(b) or during the one (1) year period preceding such date.

Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party will not and it will not permit his, her or its Affiliates (other than a Covered Party) towill not, without the prior written consent of Pubco (which may be withheld in its sole discretion)Pubco, individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: ; (i) solicit, induce, knowingly encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business in the Territory or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the Territory, or otherwise knowingly alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the TerritoryBusiness; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert adversely any business with any Covered Customer relating to the Business from a Covered Party; or (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken took specific action to make a proposal) of a Covered Party with respect to the Business in the Territory, as of the Closing Date or during Restricted Period or within the six months period preceding the date of the relevant act prohibited by this Section 2(b) or during the one (1) year period preceding such dateAgreement.

Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party will not and it will not permit his, her or its Affiliates (other than a Covered Party) towill not, without the prior written consent of Pubco (which may be withheld in its sole discretion)Pubco, individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: ; (i) solicit, induce, knowingly encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business in the Territory or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the Territory, or otherwise knowingly alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the TerritoryBusiness; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken took specific action to make a proposal) of a Covered Party with respect to the Business in the Territory, as of the Closing Date or during Restricted Period or within the six (6) month period preceding the date of the relevant act prohibited by this Section 2(b) or during the one (1) year period preceding such dateAgreement.

Non-Solicitation of Customers and Suppliers. The Subject Party Owner agrees that, during the Restricted Period, the Subject Party Owner will not and it will not permit his, her or its Affiliates (other than a Covered Party) tonot, without the prior written consent of Pubco OAC (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its Owner’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client client, customer or customer advertiser of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the TerritoryParty, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the Territory; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the BusinessParty. For purposes of this Agreement, a “Covered Customer” shall mean means any Person who is or was an actual customer customer, client or client advertiser (or prospective customer customer, client or client advertiser with whom a Covered Party actively marketed or made or taken took specific action to make a proposal) of a Covered Party Party, as of the date of the relevant act prohibited by this Section 2(b) or during the one (1) year period preceding such date.

Non-Solicitation of Customers and Suppliers. The Subject Party Each Seller agrees that, during the Restricted Period, the Subject Party such Seller will not not, and it will not permit his, her or its Affiliates (other than a Covered Party) to, without the prior written consent of Pubco Parent (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Seller’s or its Affiliate’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the TerritoryParty, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the TerritoryBusiness; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party Party, (A) if the relevant time of determination is before the Termination Date, as of the such date of the relevant act prohibited by this Section 2(b) determination or during the one (1) year period preceding such datedate and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Date. Notwithstanding the foregoing, EdiZONE may continue to perform its obligations under its existing third party license agreements as in effect as of the date hereof, even with respect to Covered Customers, in accordance with the terms and conditions of the Amended EdiZONE Agreement.

Non-Solicitation of Customers and Suppliers. The Except to the extent prohibited by applicable law, the Subject Party agrees that, during the Restricted Period, the Subject Party will not and it will not permit his, her or its Affiliates (other than a Covered Party) toshall not, without the prior written consent of Pubco the Purchaser (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Permitted Party in the performance of its the Subject Party’s duties on behalf of the Covered Permitted Parties), directly or indirectly, knowingly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the TerritoryParty, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the TerritoryBusiness; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) knowingly interfere with or disrupt (or attempt to interfere with or disrupt), the relationship between, on the one hand, any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, and, on the other hand, a Covered Party, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered the Subject Party actively marketed or made or taken took specific action to make a proposal) of a Covered Party Party, as of the date of the relevant act prohibited by this Section 2(b) Closing or during the one (1) year 1)-year period preceding such datethe Closing.

Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party will not and it will not permit his, her or its Affiliates (other than a Covered Party) towill not, without the prior written consent of Pubco (which may be withheld in its sole discretion)Pubco, individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: ; (i) solicit, induce, knowingly encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business in the Territory or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the Territory, or otherwise knowingly alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the TerritoryBusiness; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken took specific action to make a proposal) of a Covered Party with respect to the Business in the Territory, as of the Closing Date or during Restricted Period or within the six months period preceding the date of the relevant act prohibited by this Section 2(b) or during the one (1) year period preceding such dateAgreement.

Non-Solicitation of Customers and Suppliers. The Subject Party Each Seller agrees that, during the Restricted Period, the Subject Party such Seller will not and it will not permit his, her or its Affiliates (other than a Covered Party) to, without the prior written consent of Pubco (which may be withheld in its sole discretion)not, individually or on behalf of any other Person (other than, if applicable, than a Covered Party in the performance of its such Seller’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the TerritoryParty, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the Territory; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of competitive with the Businessproducts or services that are sold or provided by a Covered Party; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a the products and services of any Covered Party as it relates to the BusinessParty. For purposes of this Agreement, a “Covered Customer” shall mean means any Person who is (A) was an actual customer or client (or prospective customer or client with whom the Company actively marketed or made a proposal within the prior twelve (12) month period) of the Company as of or within the one (1) year period preceding the Closing or (B) within one (1) year preceding the applicable Seller Separation, was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made a proposal within the prior twelve (12) month period with respect to which such Seller was involved or taken specific action to make a proposalreceived confidential information) of a the Company or any of its Subsidiaries (or any other Covered Party as if such Seller received confidential information regarding or had active contact with such customer or client). In the case of a government agency, “client or customer” includes the date of the relevant act prohibited source selection officials or program office for any applicable contract or program and all offices and personnel that report to or support such source selection officials or program office, and each successor thereto (whether by this Section 2(b) reorganization or during the one (1) year period preceding such dateotherwise).

Non-Solicitation of Customers and Suppliers. The Subject Party Seller agrees that, during the Restricted Period, the Subject Party Seller will not and it will not permit his, her or its Affiliates (other than a Covered Party) to, without the prior written consent of Pubco (which may be withheld in its sole discretion)not, individually or on behalf of any other Person (other than, if applicable, than a Covered Party in the performance of its Seller’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the TerritoryParty, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the Territory; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of competitive with the Businessproducts or services that are sold or provided by a Covered Party; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a the products and services of any Covered Party as it relates to the BusinessParty. For purposes of this Agreement, a “Covered Customer” shall mean means any Person who is (A) was an actual customer or client (or prospective customer or client with whom the Company made a proposal within the prior twelve (12) month period) of the Company as of or within the one (1) year period preceding the Closing or (B) within one (1) year preceding the Seller Separation, was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed made a proposal within the prior twelve (12) month period with respect to which Seller was involved or made or taken specific action to make a proposalreceived confidential information) of a the Company or any of its Subsidiaries (or any other Covered Party as if Seller received confidential information regarding or had active contact with such customer or client). In the case of a government agency, “client or customer” includes the date of the relevant act prohibited source selection program office for any applicable contract or program and all offices that report to or support such source selection program office, and each successor thereto (whether by this Section 2(b) reorganization or during the one (1) year period preceding such dateotherwise).

Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during During the Restricted Period, in order to protect the Company’s and Purchaser’s Trade Secrets and otherwise, the Subject Party will not and it will not permit his, her or its Affiliates (other than a Covered Party) towill not, without the prior written consent of Pubco the Purchaser (which may be withheld in its sole discretion)) and a majority of the Disinterested Independent Directors, individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the TerritoryParty, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the TerritoryBusiness; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party Party, as of the such date of the relevant act prohibited by this Section 2(b) or during the one (1) year period preceding such date.

Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party and his or her Affiliates will not and it will not permit his, her or its Affiliates (other than a Covered Party) tonot, without the prior written consent of Pubco the Purchaser (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the TerritoryParty, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the TerritoryBusiness; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party Party, as of the such date of the relevant act prohibited by this Section 2(b) or during the one (1) year period preceding such date.

Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party will not and it will not permit his, her or its Affiliates (other than a Covered Party) towill not, without the prior written consent of Pubco Purchaser (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: ; (i) solicit, induce, knowingly encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to a Business in the Business applicable Territory or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the a Business in the applicable Territory, or otherwise knowingly alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the Territoryeach Business; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the a Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the a Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the a Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken took specific action to make a proposal) of a Covered Party with respect to a Business in the applicable Territory, as of the date of the relevant act prohibited by this Section 2(b) Closing Date or during the one (1) year period preceding such dateRestricted Period.

Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party will not and it will not permit his, her hoer or its Affiliates (other than a Covered Party) towill not, without the prior written consent of Pubco the Purchaser (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the TerritoryParty, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the TerritoryBusiness; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party Party, as of the date of Closing Date, at any time during the relevant act prohibited by this Section 2(b) Restricted Period or during the one (1) year period preceding such datethe Closing Date.

Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party and his or her controlled Affiliates will not and it will not permit his, her or its Affiliates (other than a Covered Party) tonot, without the prior written consent of Pubco Parent (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, knowingly encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the TerritoryParty, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the TerritoryBusiness; (ii) knowingly interfere with or disrupt (or knowingly attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) knowingly interfere with or disrupt (or knowingly attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at as of the time of such interference or disruptionClosing, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party as of the date of the relevant act prohibited by this Section 2(b) Closing Date or during the one (1) year period preceding such datefrom the Closing Date to the Termination Date.

Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party will not and it will not permit his, her or its Affiliates (other than a Covered Party) towill not, without the prior written consent of Pubco the Purchaser (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the TerritoryParty, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the TerritoryBusiness; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party Party, as of the such date of the relevant act prohibited by this Section 2(b) or during the one (1) year period preceding such date.

Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party will not and it will not permit his, her or its Affiliates (other than a Covered Party) towill not, without the prior written consent of Pubco the Company (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its the Subject Party’s duties on behalf of the Covered Parties), directly or indirectlyknowingly and for a purpose competitive with a Covered Party as it related to the Business: (i) solicit, induce, encourage encourage, or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the TerritoryParty, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the TerritoryBusiness; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent agent, or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean (x) any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party Party, as of the date of the relevant act prohibited by the Subject Party which act is subject to this Section 2(b) or during the one (1) year period preceding such date.

Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party and its controlled Affiliates will not and it will not permit his, her or its Affiliates (other than a Covered Party) tonot, without the prior written consent of Pubco the Company (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its the Subject Party’s duties on behalf of the Covered Parties), directly or indirectlyknowingly and for a purpose competitive with a Covered Party as it related to the Business: (i) solicit, induce, encourage encourage, or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the TerritoryParty, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the TerritoryBusiness; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent agent, or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean (x) any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party Party, as of the date of the relevant act prohibited by the Subject Party which act is subject to this Section 2(b) or during the one (1) year period preceding such date.

Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party will not and it will not permit his, her or its Affiliates (other than a Covered Party) towill not, without the prior written consent of Pubco the Purchaser (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the TerritoryParty, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the TerritoryBusiness; (ii) knowingly interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) knowingly divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) knowingly interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party Party, as of the such date of the relevant act prohibited by this Section 2(b) or during the one (1) year period preceding such date.

Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party will not and it will not permit his, her or its Affiliates (other than a Covered Party) towill not, without the prior written consent of Pubco the Purchaser (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its the Subject Party’s duties on behalf of the Covered Parties), directly or indirectlyknowingly and for a purpose competitive with a Covered Party as it related to the Business: (i) solicit, induce, encourage encourage, or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party with respect to the Business in the TerritoryParty, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business in the TerritoryBusiness; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent agent, or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party Party, as of the date Closing Date, at any time during the Restricted Period, or as of the relevant act prohibited by this Section 2(b) or during the one (1) year period preceding such datetime of determination.