Common use of Noncompete, Nonsolicitation Clause in Contracts

Noncompete, Nonsolicitation. (i) For a period of 5 years following the Closing Date (the "Noncompete Period"), none of the Sellers shall directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, authorize, his name to be used by, provide services for, or in any manner engage in (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) the manufacture or distribution of mattresses, box springs, bedding products, or any products competitive with such products within any geographical area in which the Company Group has obtained or is in the process of obtaining a Serta license. Nothing herein shall prohibit a Seller (x) from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the Seller has no active participation in the business of such corporation or (y) from owning an interest in the Company Group, or any part thereof. For the avoidance of doubt, each of Stuaxx X. Xxxx xxx John X. Xxxx, XXI acknowledge that, in addition to his obligations pursuant to this Section 5B, he has agreed to be bound by the provisions of Section 5 of the Stuaxx Xxxx Xxxloyment Agreement, with respect to Stuaxx X. Xxxx, xxd the John Xxxx Xxxloyment Agreement, with respect to John X. Xxxx, XXI. (ii) During the Noncompete Period, none of the Sellers shall directly or indirectly (x) induce or attempt to induce any employee of the Company Group to leave the employ of the Company Group, or in any way interfere with the relationship between the Company Group and any employee thereof, including, inducing or attempting to induce any union, employee or group of employees to interfere with the business or operations of the Company Group, (y) hire any person who was an employee of the Company Group, or (z) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee or other business relation of the Company Group to cease doing business with the Company Group, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company Group. (iii) Each of the Sellers agrees and acknowledges that: (a) the covenants set forth in this Section 5B are reasonably limited in both time and geographical scope and in all other respects, (b) the covenants set forth in this Section 5B are reasonably necessary for the protection of the Company, (c) the Purchaser would not have entered into this Agreement but for the covenants of each of the Sellers contained herein, and (d) the covenants contained herein have been made in order to induce the Purchaser to enter into this Agreement. (iv) If, at the time of enforcement of this Section 5B, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (v) Each of the Sellers recognizes and affirms that in the event of his breach of any provision of this Section 5B, money damages would be inadequate and the Purchaser and the Company Group would have no adequate remedy at law. Accordingly, each of the Sellers agrees that in the event of a breach or a threatened breach by any such Seller of any of the provisions of this Section 5B, the Purchaser and the Company Group, in addition and supplementary to other rights and remedies existing in their favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).

Noncompete, Nonsolicitation. (i) For a period of 5 years following the Closing Date (the "Noncompete Period"), none of the Sellers Company , Adam Xxxxx Xxxlty, Davix X. Xxxx, Xxepxxx X. Xxxx, Xxmex X. Xxxxxxx xxx the other Persons listed on the Seller Signature Page attached hereto (the "Company Representatives") shall directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, authorize, permit his name to be used by, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) that engages in (x) the manufacture or wholesale distribution of mattresses, box springs, bedding products, products or any other products competitive with such products or (y) any other business which competes with the business of the Company Group as conducted prior to the Closing, in either case within any geographical area in which the Company Group has obtained or is in the process of obtaining a Serta licenselicense as of the Closing. Nothing herein shall prohibit a Seller from (xa) from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the such Seller has no active participation in the business of such corporation corporation, or (yb) from owning an interest in or being employed by the Company Group, Purchaser or any part thereof. For the avoidance of doubt, each of Stuaxx X. Xxxx xxx John X. Xxxx, XXI acknowledge that, in addition to his obligations pursuant to this Section 5B, he has agreed to be bound by the provisions of Section 5 of the Stuaxx Xxxx Xxxloyment Agreement, with respect to Stuaxx X. Xxxx, xxd the John Xxxx Xxxloyment Agreement, with respect to John X. Xxxx, XXIits Affiliates. (ii) During the Noncompete Period, none of the Sellers Company Group shall directly or indirectly (x) induce or attempt to induce any employee of the Company Group to leave the employ of the Company Group, or in any way interfere with the relationship between the Company Group and any employee thereof, including, inducing or attempting to induce any union, employee or group of employees to interfere with the business or operations of the Company Group, (y) solicit the employment of or hire any person who was an employee a Key Employee of the Company GroupGroup within the immediately preceding eighteen month period, or (z) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee or other business relation of the Company Group to cease doing business with the Company Group, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company Group. (iii) Each of the Sellers The Company agrees and acknowledges that: (a) the covenants set forth in this Section 5B are reasonably limited in both time and geographical scope and in all other respects, (b) the covenants set forth in this Section 5B are reasonably necessary for the protection of the CompanyPurchaser, (c) the Purchaser would not have entered into this Agreement but for the covenants of each of the Sellers Company contained herein, and (d) the covenants contained herein have been made in order to induce the Purchaser to enter into this Agreement. (iv) If, at the time of enforcement of this Section 5B, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under the circumstances then existing, the parties Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (v) Each of the Sellers The Company recognizes and affirms that in the event of his breach of any provision of this Section 5B, money damages would be inadequate and the Purchaser and the Company Group would have no adequate remedy at law. Accordingly, each of the Sellers Company agrees that in the event of a breach or a threatened breach by any such Seller Company Representative of any of the provisions of this Section 5B, the Purchaser and the Company Group, in addition and supplementary to other rights and remedies existing in their favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).

Noncompete, Nonsolicitation. (i) For a Mannxxx xxxnowledges that in the course of his relationship with the Company, he has become familiar with the Company's trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company. Therefore, in consideration of the payments being made to Mannxxx xxxsuant to the terms of this Agreement and the Auburn Purchase Agreement, Mannxxx xxxees that, during the two-year period of 5 years following the Closing Date (the "Noncompete Period"), none of the Sellers he shall not directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, authorize, permit his name to be used by, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate corporation or other business organization or through any other entity) in which the manufacture Company engages, as such business exists or distribution of mattressesis in process on the date hereof, box springs, bedding products, or any products competitive with such products within any geographical area in which the Company Group has obtained or is engages in such business as of the process of obtaining a Serta licensedate hereof. Nothing herein shall prohibit a Seller (x) from Mannxxx xxxm being a passive owner of not more than 25% of the outstanding stock of a any corporation which is publicly traded, and which is a direct competitor of the Company, so long as the Seller has Mannxxx xxx no active participation in the business of such corporation or (y) from owning an interest in the Company Group, or any part thereof. For the avoidance of doubt, each of Stuaxx X. Xxxx xxx John X. Xxxx, XXI acknowledge that, in addition to his obligations pursuant to this Section 5B, he has agreed to be bound by the provisions of Section 5 of the Stuaxx Xxxx Xxxloyment Agreement, with respect to Stuaxx X. Xxxx, xxd the John Xxxx Xxxloyment Agreement, with respect to John X. Xxxx, XXIcorporation. (ii) During the Noncompete Period, none of the Sellers shall Mannxxx xxxll not directly or indirectly through another entity (x) induce or attempt to induce any employee of the Company Group to leave the employ of the Company GroupCompany, or in any way interfere with the relationship between the Company Group and any employee thereof, includingincluding without limitation, inducing or attempting to induce any union, employee or group of employees to interfere with the business or operations of the Company GroupCompany, (y) hire any person who was an employee of the Company Groupat any time during Mannxxx'x xxxloyment period, or (z) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee or other business relation of the Company Group or the Purchaser to cease doing business with the Company Groupor the Purchaser, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company Groupor the Purchaser. (iii) Each of the Sellers agrees Mannxxx xxxees and acknowledges that: that (ax) the covenants set forth in this Section 5B 5C are reasonably limited reasonable in both time geographical and geographical temporal scope and in all other respects, (b) the covenants set forth in this Section 5B are reasonably necessary for the protection of the Company, (cy) the Purchaser would not have entered into this Agreement but for the covenants of each of the Sellers contained Mannxxx xxxtained herein, and (dz) the covenants contained herein have been made in order to induce the Purchaser to enter into this Agreement. (iv) If, at the time of enforcement of this Section 5B5C, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (v) Each of the Sellers recognizes Mannxxx xxxognizes and affirms that in the event of his breach of any provision of this Section 5B5C, money damages would be inadequate and the Purchaser and the Company Group would have no adequate remedy at law. Accordingly, each of the Sellers agrees Mannxxx xxxees that in the event of a breach or a threatened breach by any such Seller of Mannxxx xx any of the provisions of this Section 5B5C, the Purchaser and the Company Groupagainst which such breach is made or such threatened breach exists, in addition and supplementary to other rights and remedies existing in their favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).

Noncompete, Nonsolicitation. (i) For a period of 5 3 years following the Closing Date (the "Noncompete Period"), none of the Management Sellers shall directly or ----------------- indirectly own, operate, lease, manage, control, participate in, consult with, advise, authorize, permit his name to be used by, provide services for, or in any manner engage in (x) any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) the manufacture that provides software for internet and other e-communities or distribution of mattresses, box springs, bedding products, otherwise provides any product or any products competitive service that may be used as a substitute for or otherwise compete with such products within any geographical area in which product or service of the Company Group has obtained or is in the process of obtaining a Serta license. Nothing herein shall prohibit a Seller (x) from being a passive owner of not more than 2% as of the outstanding stock of a corporation which is publicly traded, so long as the Seller has no active participation in the business of such corporation date hereof or (y) from owning an interest any business in competition with the businesses of the Company Group, or any part thereof. For the avoidance of doubt, each of Stuaxx X. Xxxx xxx John X. Xxxx, XXI acknowledge that, in addition to his obligations pursuant to this Section 5B, he has agreed to be bound by the provisions of Section 5 Group as of the Stuaxx Xxxx Xxxloyment Agreement, with respect to Stuaxx X. Xxxx, xxd the John Xxxx Xxxloyment Agreement, with respect to John X. Xxxx, XXIdate hereof. (ii) During the Noncompete Period, none of the Management Sellers shall directly or indirectly (x) induce or attempt to induce any employee of the Company Group to leave the employ of the Company Group, or in any way interfere with the relationship between the Company Group and any employee thereof, including, inducing or attempting to induce any union, employee or group of employees to interfere with the business or operations of the Company Group, (y) hire any person who was an employee of the Company GroupGroup during the 6 month period prior to such date, or (z) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee or other business relation of the Company Group to cease doing business with the Company Group, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company Group. (iii) Each of the Management Sellers agrees and acknowledges that: (a) the covenants set forth in this Section 5B 4D are reasonably limited in both time and geographical scope and in all other respects, (b) the covenants set forth in this Section 5B 4D are reasonably necessary for the protection of the CompanyCompany and the Parent, (c) the Purchaser Parent and Acquisition Corp. would not have entered into this Agreement but for the covenants of each of the Management Sellers contained herein, and (d) the covenants contained herein have been made in order to induce the Purchaser Parent and Acquisition Corp. to enter into this Agreement. (iv) If, at the time of enforcement of this Section 5B4D, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (v) Each of the Management Sellers recognizes and affirms that in the event of his breach of any provision of this Section 5B4D, money damages would be inadequate and the Purchaser Parent and the Company Group would have no adequate remedy at law. Accordingly, each of the Management Sellers agrees that in the event of a breach or a threatened breach by any such Management Seller of any of the provisions of this Section 5B4D, the Purchaser Parent and the Company Group, in addition and supplementary to other rights and remedies existing in their favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).

Noncompete, Nonsolicitation. (ia) For a period of 5 three (3) years following the Closing Date (the "Noncompete Period"), none of neither the Sellers shall Company nor Brauxx xxxll directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, authorize, permit his name to be used by, provide services for, or in any manner engage in (x) any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) that manufactures any product or provides any service that may be used as a substitute for or otherwise compete with any product or service of the manufacture Business or distribution of mattresses, box springs, bedding products(y) any business in competition with, or any products competitive with such products potential competition with, the Businesses of the Purchaser, within any geographical area in which the Company Group any of Sleepmaster and its Subsidiaries has obtained or is in the process of obtaining a Serta license. Nothing herein shall prohibit a Seller (x) from being a passive owner of not more than 2% of license at any time during the outstanding stock of a corporation which is publicly traded, so long as the Seller has no active participation in the business of such corporation or (y) from owning an interest in the Company Group, or any part thereofNoncompete Period. For the avoidance of doubt, each of Stuaxx X. Xxxx xxx John X. Xxxx, XXI acknowledge Brauxx xxxnowledges that, in addition to his obligations pursuant to this Section 5B6.8, he has agreed to be bound by the provisions of Section 5 of the Stuaxx Xxxx Brauxx Xxxloyment Agreement, with respect to Stuaxx X. Xxxx, xxd the John Xxxx Xxxloyment Agreement, with respect to John X. Xxxx, XXI. (iib) During the Noncompete Period, none of neither the Sellers shall Company nor Brauxx xxxll directly or indirectly (x) induce or attempt to induce any employee of the Company Group Purchaser to leave the employ of -39- 45 the Company GroupPurchaser, or in any way interfere with the relationship between the Company Group Purchaser and any employee thereof, including, inducing or attempting to induce any union, employee or group of employees to interfere with the business or operations of the Company GroupPurchaser, (y) hire any person who was an employee of the Company GroupPurchaser, or (z) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee or other business relation of the Company Group Business to cease doing business with the Company GroupPurchaser, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company GroupPurchaser, provided that the foregoing shall not prohibit Brauxx xxxm hiring members of his family during the Noncompete Period if Brauxx xx no longer employed by the Purchaser. (iiic) Each of the Sellers agrees Company and Brauxx xxxees and acknowledges that: (ai) the covenants set forth in this Section 5B 6.8 are reasonably limited in both time and geographical scope and in all other respects, (bii) the covenants set forth in this Section 5B 6.8 are reasonably necessary for the protection of the CompanyPurchaser, (ciii) the Purchaser would not have entered into this Agreement but for the covenants of each of the Sellers contained Company and Brauxx xxxtained herein, and (div) the covenants contained herein have been made in order to induce the Purchaser to enter into this Agreement. (ivd) If, at the time of enforcement of this Section 5B6.8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under the circumstances then existing, the parties Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (ve) Each of the Sellers recognizes Company and Brauxx xxxognizes and affirms that in the event of his breach of any provision of this Section 5B6.8, money damages would be inadequate and the Purchaser and the Company Group would have no adequate remedy at law. Accordingly, each of the Sellers Company agrees that in the event of a breach or a threatened breach by any such Seller either of the Company or Brauxx xx any of the provisions of this Section 5B6.8, the Purchaser and the Company GroupPurchaser, in addition and supplementary to other rights and remedies existing in their favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).

Noncompete, Nonsolicitation. (i) For a period of 5 years following the Closing Date (the "Noncompete Period"), none of the Managing Sellers shall directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, authorize, permit his name to be used by, provide services for, or in any manner engage in (x) any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) that manufactures any product or provides any service that may be used as a substitute for or otherwise compete with any product or service of the manufacture Company, its Subsidiaries or distribution of mattresses, box springs, bedding products(y) any business in competition with, or any products competitive with such products potential competition with, the businesses of the Company or its Subsidiaries, within any geographical area in which the Company Group has obtained or is in the process of obtaining a Serta licenselicense as of the Closing. Nothing herein shall prohibit a Seller (x) any of the Managing Sellers from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the such Managing Seller has no active participation in the business of such corporation or (y) from owning an interest in the Company Group, or any part thereof. For the avoidance of doubt, each of Stuaxx X. Xxxx xxx John X. Xxxx, XXI acknowledge that, in addition to his obligations pursuant to this Section 5B, he has agreed to be bound by the provisions of Section 5 of the Stuaxx Xxxx Xxxloyment Agreement, with respect to Stuaxx X. Xxxx, xxd the John Xxxx Xxxloyment Agreement, with respect to John X. Xxxx, XXIcorporation. (ii) During the Noncompete Period, none of the Managing Sellers shall directly or indirectly (x) induce or attempt to induce any employee of the Company Group or any Subsidiary to leave the employ of the Company Groupor such Subsidiary, or in any way interfere with the relationship between the Company Group or any Subsidiary and any employee thereof, includingincluding , inducing or attempting to induce any union, employee or group of employees to interfere with the business or operations of the Company Groupor its Subsidiaries, (y) hire any person who was an employee a Key Employee of the Company Groupor any Subsidiary, or (z) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee or other business relation of the Company Group or any Subsidiary to cease doing business with the Company Groupor such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company Groupor any Subsidiary. (iii) Each of the Managing Sellers agrees and acknowledges that: (a) the covenants set forth in this Section 5B are reasonably limited in both time and geographical scope and in all other respects, (b) the covenants set forth in this Section 5B are reasonably necessary for the protection of the Company, (c) the Purchaser would not have entered into this Agreement but for the covenants of each of the Managing Sellers contained herein, and (d) the covenants contained herein have been made in order as a material incentive to induce the Purchaser to enter into this Agreement. (iv) If, at the time of enforcement of this Section 5B, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (v) Each of the Managing Sellers recognizes and affirms that in the event of his breach of any provision of this Section 5B, money damages would be inadequate and the Purchaser and the Company Group would have no adequate remedy at law. Accordingly, each of the Managing Sellers agrees that in the event of a breach or a threatened breach by any such Managing Seller of any of the provisions of this Section 5B, the Purchaser and the Company GroupCompany, in addition and supplementary to other rights and remedies existing in their favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).

Noncompete, Nonsolicitation. (ia) For a period Consultant agrees that, until the first anniversary of 5 years following the Closing Date date of this Agreement (the "Noncompete “Restricted Period"”), none of the Sellers shall he will not directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, authorize, his name to be used by, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) the manufacture or distribution of mattresses, box springs, bedding productsin competition with, or potential competition with, the businesses of the Company or any products competitive with of its subsidiaries as such products businesses exist during the term of this Agreement, within the United States or any other geographical area in which the Company Group has obtained or is any of its subsidiaries engages or plans to engage in the process of obtaining a Serta licensesuch businesses. Nothing herein shall will prohibit a Seller Consultant from (xi) from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the Seller Consultant has no active participation in the business of such corporation corporation, or (yii) from owning an interest in the Company Group, or any part thereof. For the avoidance of doubt, each of Stuaxx X. Xxxx xxx John X. Xxxx, XXI acknowledge that, in addition providing consulting services to his obligations pursuant to this Section 5B, he has agreed to be bound by the provisions of Section 5 of the Stuaxx Xxxx Xxxloyment Agreement, investment companies with respect to Stuaxx X. Xxxx, xxd investments in businesses that may or may not be in competition with the John Xxxx Xxxloyment Company or any of its subsidiaries so long as Consultant (A) continues to perform the Services and his other obligations under this Agreement, (B) does not disclose any competitive information of the Company or other Confidential Information, and (C) acts in accordance with respect to John X. Xxxx, XXIhis fiduciary and other duties as a director of the Company. (iib) During the Noncompete Restricted Period, none of the Sellers shall Consultant will not directly or indirectly through another entity (xi) induce or attempt to induce any employee of the Company Group or any of its subsidiaries to leave the employ of the Company Groupor any such subsidiary, or in any way interfere with the relationship between the Company Group or any of its subsidiaries and any employee thereof, includingincluding without limitation, inducing or attempting to induce any union, employee or group of employees to interfere with the business or operations of the Company Groupor any of its subsidiaries, (yii) hire any person who was an employee of the Company Groupor any of its subsidiaries at any time during Consultant’s employment period, or (ziii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee or other business relation of the Company Group or any of its subsidiaries to cease doing business with the Company Groupor any such subsidiary, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company Groupor any of its subsidiaries. (iiic) Each of the Sellers Consultant agrees and acknowledges that: (ai) the covenants set forth in this Section 5B 12 are reasonably limited reasonable in both time geographical and geographical temporal scope and in all other respects, (bii) the covenants set forth in this Section 5B are reasonably necessary for the protection of the Company, (c) the Purchaser Company would not have entered into this Agreement but for the covenants of each of the Sellers Consultant contained herein, and (diii) the covenants contained herein have been made in order to induce the Purchaser Company to enter into this Agreement. (ivd) If, at the time of enforcement of this Section 5B12, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall will be substituted for the stated duration, scope or area and that the court shall will be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (v) Each of the Sellers recognizes and affirms that in the event of his breach of any provision of this Section 5B, money damages would be inadequate and the Purchaser and the Company Group would have no adequate remedy at law. Accordingly, each of the Sellers agrees that in the event of a breach or a threatened breach by any such Seller of any of the provisions of this Section 5B, the Purchaser and the Company Group, in addition and supplementary to other rights and remedies existing in their favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).

Noncompete, Nonsolicitation. (ia) For The Advisor acknowledges that in the course of his service as Chairman of the Board and interaction with the Company he has become familiar, and he will become familiar, with the Company Group's trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company Group. Therefore, the Advisor agrees that, during the time he serves as Chairman and for a period of 5 years following the Closing Date one (1) year thereafter (the "Noncompete Post-Termination Period"), none of the Sellers he shall not directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, authorize, his name to be used by, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) the manufacture or distribution of mattresses, box springs, bedding productsin competition with, or any products competitive with potential competition with, the businesses of the Company Group as such products businesses exist or are in process on the date of resignation or removal of the Advisor as Chairman of the Board, within any geographical area in which the Company Group engages or has obtained or is written plans to engage in the process of obtaining a Serta licensesuch businesses. Nothing herein shall prohibit a Seller (x) the Advisor from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the Seller Advisor has no active participation in the business of such corporation or (y) from owning an interest in the Company Group, or any part thereof. For the avoidance of doubt, each of Stuaxx X. Xxxx xxx John X. Xxxx, XXI acknowledge that, in addition to his obligations pursuant to this Section 5B, he has agreed to be bound by the provisions of Section 5 of the Stuaxx Xxxx Xxxloyment Agreement, with respect to Stuaxx X. Xxxx, xxd the John Xxxx Xxxloyment Agreement, with respect to John X. Xxxx, XXIcorporation. (iib) During From the Noncompete date hereof through the Post-Termination Period, none of the Sellers Advisor shall not directly or indirectly through another entity (xi) induce or attempt to induce any employee or independent contractor of the Company Group to leave the employ or contracting relationship of the Company Group, or in any way interfere with the relationship between the Company Group and any employee or independent contractor thereof, includingincluding without limitation, inducing or attempting to induce any union, employee or group of employees to interfere with the business or operations of the Company Group, (yii) solicit for employment or as an independent contractor or hire any person who was an employee or independent contractor of the Company GroupGroup at any time during the period that the Advisor serves as Chairman of the Board, or (ziii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee or other business relation of the Company Group to cease doing business with the Company Group, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company Group. (iiic) Each of the Sellers The Advisor agrees and acknowledges that: (ai) the covenants set forth in this Section 5B 10 are reasonably limited reasonable in both time geographical and geographical temporal scope and in all other respects, (bii) the covenants set forth in this Section 5B are reasonably necessary for the protection of the Company, (c) the Purchaser Company Group would not have entered into this Agreement but for the covenants of each of the Sellers Advisor contained herein, and (diii) the covenants contained herein have been made in order to induce the Purchaser Company Group to enter into this Agreement. (ivd) If, at the time of enforcement of this Section 5B10, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (ve) Each of the Sellers The Advisor recognizes and affirms that in the event of his breach of any provision of this Section 5B10, money damages would be inadequate and the Purchaser and the Company Group would have no adequate remedy at law. Accordingly, each of the Sellers Advisor agrees that in the event of a breach or a threatened breach by any such Seller him of any of the provisions of this Section 5B10, the Purchaser and the Company Group, in addition and supplementary to other rights and remedies existing in their its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).

Noncompete, Nonsolicitation. (ia) For a period In partial consideration of 5 years following the Closing Date purchase of the Company Shares by the Buyer, during the Non-Compete Period (the "Noncompete Period"as hereinafter defined), none of the Sellers Shareholder shall not, directly or indirectly ownindirectly, operate, lease, manage, controlengage in, participate in, consult withinvest in, adviseacquire, authorizemanage, his name operate or control, either alone or jointly, a Restricted Business anywhere in the Restricted Area, whether as an individual, shareholder, officer, director, proprietor, employee, partner, member, manager, investor, creditor, consultant, advisor, sales representative, agent or other participant. During the Non-Compete Period the Shareholder shall not, directly or indirectly: (i) hire, offer to be used byhire, provide services for, solicit or in any other manner persuade, or attempt to do any of the foregoing (“Solicit”), any person who is an officer, agent, consultant or employee of Buyer or its affiliates to accept employment or a consulting relationship with a party other than Buyer or its affiliates, or Solicit any Person who is, or was, at any time within twelve (12) months prior to the date of solicitation, an officer, employee, agent or consultant of Buyer or its affiliates to accept employment or a consulting relationship with a party other than Buyer or its affiliates engaged in a Restricted Business or to engage in (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) the manufacture or distribution of mattresses, box springs, bedding products, or any products competitive with such products within any geographical area in which the Company Group has obtained or is in the process of obtaining a Serta license. Nothing herein shall prohibit a Seller (x) from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the Seller has no active participation in the business of such corporation or (y) from owning an interest in the Company Group, or any part thereof. For the avoidance of doubt, each of Stuaxx X. Xxxx xxx John X. Xxxx, XXI acknowledge that, in addition to his obligations pursuant to activities hereby prohibited under this Section 5B, he has agreed to be bound by the provisions of Section 5 of the Stuaxx Xxxx Xxxloyment Agreement, with respect to Stuaxx X. Xxxx, xxd the John Xxxx Xxxloyment Agreement, with respect to John X. Xxxx, XXI. 8.1; or (ii) During Solicit (A) any Person that was a customer of Buyer or its affiliates at anytime within two (2) years prior to the Noncompete Period, none Closing Date or any actual or prospective customer of the Sellers shall directly Buyer or indirectly (x) induce its affiliates to become a customer of any party other than Buyer or attempt to induce any employee of the Company Group to leave the employ of the Company Group, or its affiliates engaged in any way interfere with the relationship between the Company Group and any employee thereof, including, inducing or attempting to induce any union, employee or group of employees to interfere with the business or operations of the Company Group, (y) hire any person who was an employee of the Company Group, a Restricted Business or (zB) induce or attempt to induce any customer, supplier, distributorlicensee, franchiseelicensor, licensee consultant or other business relation to cease doing or reduce its business with Buyer or its affiliates. (b) Shareholder acknowledges that she has carried on the Restricted Business in the Restricted Area and that Buyer or its affiliates carry on a like business to the Restricted Business in the Restricted Area. Shareholder agrees that (i) the restrictive covenants contained herein are reasonable under the circumstances, (ii) the consideration therefor is adequate and sufficient, and (iii) Buyer is purchasing all of the goodwill of Company’s business indirectly by virtue of purchasing all of the Company Group to cease doing Shares, the goodwill of Company’s business with is part and parcel of the Company Group, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation transaction contemplated by this Agreement; and the Company Group. (iii) Each parties hereto value and consider the goodwill of Company’s business as a valuable asset and as a component of the Sellers agrees Purchase Price. In the event any provision of this Section 8.1 or portion thereof shall be held to be illegal or unenforceable, the remainder of this Section 8.1 or such provision shall remain in full force and acknowledges that: (a) effect. If any one or more of the covenants set forth provisions contained in this Section 5B are reasonably limited in both time and geographical scope and in all other respects, (b) the covenants set forth in this Section 5B are reasonably necessary 8.1 shall for the protection of the Company, (c) the Purchaser would not have entered into this Agreement but for the covenants of each of the Sellers contained herein, and (d) the covenants contained herein have been made in order any reason be held to induce the Purchaser be excessively broad as to enter into this Agreement. (iv) If, at the time of enforcement of this Section 5B, a court shall hold that the duration, scope geographical scope, activity or area restrictions stated herein are unreasonable under the circumstances then existingsubject, the parties agree that such provision shall be construed by limiting or reducing it so as to be enforceable to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. (vc) Each If the final judgment of the Sellers recognizes and affirms a court of competent jurisdiction declares that in the event of his breach of any term, portion, sentence, phrase, word or provision of this Section 5B8.1 is invalid or unenforceable, money damages would be inadequate and the Purchaser and parties hereto agree that the Company Group would court making the determination of invalidity or unenforceability shall have no adequate remedy at law. Accordinglythe power to reduce the scope, each duration, or area of the Sellers agrees term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision that in is valid and enforceable and that comes closest to expressing the event of a breach or a threatened breach by any such Seller of any intention of the provisions invalid or unenforceable term or provision, and this provision shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (d) For purposes of this Section 5BAgreement, the Purchaser and the Company Group, in addition and supplementary to other rights and remedies existing in their favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).“Non-Compete Period” shall mean: