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

Non-Solicitation of Customers and Suppliers. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether for the Restricted Party’s own account or for the account of any other Person (other than on behalf a Covered Party in the good faith performance of the Restricted Party’s duties on behalf of the Covered Parties): (a) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (i) cease being, or not become, a customer or merchant of any Covered Party with respect to the Business or (ii) reduce the amount of business of such Covered Customer with any Covered Party, 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; (b) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer or divert any business with any Covered Customer relating to the Business from a Covered Party; or (c) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party as of the date of the relevant act prohibited by this Section 3(c) or during the six (6) month period prior thereto, in any case, for a purpose competitive with a Covered Party as it relates to the Business.

Non-Solicitation of Customers and Suppliers. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether for the Restricted Party’s own account or for the account of any other Person (other than on behalf a Covered Party in the good faith performance of the Restricted Party’s duties on behalf of the Covered Parties): (a) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (i) cease being, or not become, a customer or merchant of any Covered Party with respect to the Business or (ii) reduce the amount of business of such Covered Customer with any Covered Party, 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; (b) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer or divert any business with any Covered Customer relating to the Business from a Covered Party; or (c) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Person that was a vendor, supplier, distributor, agent or other service provider of (i) an Acquired Company as of the Closing or during the six (6) month period prior to the Closing or (ii) a Covered Party as of the date of the relevant act prohibited by this Section 3(c) or during the six (6) month period prior thereto, in any case, for a purpose competitive with a Covered Party as it relates to the Business.

Non-Solicitation of Customers and Suppliers. During Each Subject Party agrees that, during the Restricted Period, such Subject Party will not, without the Restricted Party shall notprior written consent of Pubco (which may be withheld in its sole discretion), individually or on behalf of any other Person, directly or indirectly, whether for the Restricted Party’s own account or for the account of any other Person : (other than on behalf a Covered Party in the good faith performance of the Restricted Party’s duties on behalf of the Covered Parties): (ai) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Person who was an actual customer or client (or prospective customer or client with whom a Covered Customer Party actively marketed or made or taken specific action to make a proposal) of a Covered Party as of or within the one (as defined below1) year period preceding the Closing Date (a “Covered Customer”) to (iA) cease being, or not become, a client or customer or merchant of any Covered Party with respect to or relating to the Business or (iiB) reduce the amount of business of such Covered Customer with any Covered Party, 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; ; (bii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer or Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; or (civ) 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) the contractual relationship between any Covered Party and ), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party as at the time of the date of the relevant act prohibited by this Section 3(c) such interference or during the six (6) month period prior thereto, in any casedisruption, for a purpose competitive with a Covered Party as it relates to the Business.