Common use of Noncompetition; Non-solicitation Clause in Contracts

Noncompetition; Non-solicitation. (a) For a period of five (5) years from the Closing Date, the Seller, alone or in conjunction with any other Person, or directly or indirectly through his present or future Affiliates, will not directly or indirectly, own, manage, operate, join, have a financial interest in, control or participate in the ownership, management, operation or control of, or use or permit his name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise conducting business in the Territory engaged in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which any Acquired Company was designing, developing, manufacturing, distributing, selling or providing at any time up to and including the Closing Date or (ii) any business conducting business in the Territory which is similar to the business of disposing or selling coal combustion by-products or competitive with the business carried on or planned by any Acquired Company at any time up to and including the Closing Date, provided that the foregoing restriction shall not be construed to prohibit the ownership, in the aggregate, of not more than five percent (5%) of any class of securities of any corporation which is engaged in any of the businesses or enterprises described in clauses (i) and (ii) above, having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market. (b) For a period of five (5) years from the Closing Date, the Seller shall not, directly or indirectly, by himself or through an Affiliate, (i) influence any individual who was an employee or consultant of any Acquired Company at any time during the time the Seller was an indirect or direct owner of securities of such Acquired Company, to terminate his or her employment or consulting relationship with such Acquired Company, (ii) interfere in any other way with the employment, or other relationship, of any employee or consultant of an Acquired Company or (iii) cause or attempt to cause or participate in any way in any discussion or negotiation concerning (x) any client, customer or supplier of an Acquired Company or (y) any prospective client, customer or supplier of an Acquired Company from engaging in business with such Acquired Company. (c) Seller agrees that Purchaser's remedies at law for any breach or threat of breach by him of any of the provisions of this Section 4.01 will be inadequate, and that, in addition to any other remedy to which Purchaser may be entitled at law or in equity, Purchaser shall be entitled to a temporary or permanent injunction or injunctions or temporary restraining order or orders to prevent breaches of the provisions of this Section 4.01 and to enforce specifically the terms and provisions hereof, in each case without the need to post any security or bond. Nothing herein contained shall be construed as prohibiting Purchaser from pursuing, in addition, any other remedies available to an Acquired Company for such breach or threatened breach. A waiver by the Purchaser of any breach of any provision hereof shall not operate or be construed as a waiver of a breach of any other provisions of this Agreement or of any subsequent breach thereof. (d) The parties hereto consider the restrictions contained in this Section 4.01 hereof to be reasonable for the purpose of preserving the goodwill, proprietary rights and going concern value of the Acquired Companies, but if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in this Section 4.01 is an unenforceable restriction on the Seller's activities, the provisions of this Section 4.01 shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. Alternatively, if the court referred to above finds that any restriction contained in this Section 4.01 or any remedy provided herein is unenforceable, and such restriction or remedy cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained therein or the availability of any other remedy. The provisions of this Section 4.01 shall in no respect limit or otherwise affect the Seller's obligations under other agreements with any Acquired Company.

Noncompetition; Non-solicitation. (a) 4.1.1 For a period of five (5) years from the Closing Date, each of the SellerSellers, alone or in conjunction with any other Person, or directly or indirectly through his their present or future Affiliates, will not directly or indirectly, indirectly own, manage, operate, join, be employed by, have a financial interest in, control or participate in the ownership, management, operation or control of, or use or permit his name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise conducting business in the Territory engaged in the design, development, manufacture, distribution or sale of any products, or the provision of any servicesservices involving, in a material way, masonry tools and products (including, but not limited to, the manufacture, sale and/or distribution of bagged and/or bulk masonry products such as mortar mix, blended cement, stucco, acrylic finish), which any Acquired the Company was designing, developing, manufacturing, distributing, selling or providing at any time prior to and up to and including the Closing Date or (ii) any business conducting business anywhere in the Territory which is similar to the business United States of disposing or selling coal combustion by-products or competitive with the business carried on or planned by any Acquired Company at any time up to and including the Closing DateAmerica, provided that the foregoing restriction shall not be construed to prohibit the ownership, in the aggregate, of not more than five two percent (52%) of any class of securities of any corporation which is engaged in any of the businesses or enterprises described in clauses (i) and (ii) above, having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market. (b) 4.1.2 For a period of five (5) years from the Closing closing Date, each of the Seller Sellers shall not, not knowingly and intentionally directly or indirectly, by himself or through an Affiliate, in a material and adverse way, (i) directly and intentionally influence any individual who was is an employee or consultant of any Acquired the Company at any time during as of the time the Seller was an indirect or direct owner of securities of such Acquired CompanyClosing, to terminate his or her employment or consulting relationship with such Acquired the Company, (ii) interfere in any other way with the employment, or other relationship, of any employee or consultant of an Acquired the Company (while employed by the Company) or (iii) cause or attempt to cause (or participate in any way in any discussion or negotiation concerning concerning) (x) any client, customer or supplier of an Acquired the Company or (y) any prospective client, customer or supplier of an Acquired the Company from engaging in business with such Acquired the Company. This Section 4.1.2 does not apply to conversations between Xxxxxx Xxxxxx and the Sellers. (c) Seller agrees 4.1.3 The Sellers agree that Purchaser's remedies at law for any breach or threat of breach by him it of any of the provisions of this Section 4.01 section 4.1 will be inadequate, and that, in addition to any other remedy to which Purchaser may be entitled at law or in equity, Purchaser shall be entitled to a temporary or permanent injunction or injunctions or temporary restraining order orders or orders to prevent breaches of the provisions of this Section 4.01 4.1 and to enforce specifically the terms and provisions hereof, in each case without the need to post any security or bond. Nothing herein contained shall be construed as prohibiting Purchaser from pursuing, in addition, any other remedies available to an Acquired Company it for such breach or threatened breach. A waiver by the Purchaser of any breach of any provision hereof shall not operate or be construed as a waiver of a breach of any other provisions of this Agreement or of any subsequent breach thereof. Any breach or purported breach of Sections 4.1.1 or 4.1.,2, or any other provision of this Agreement, shall not be a basis to withhold any payment due to Sellers pursuant to Article I, including the payment of the Deferred Consideration, when due. (d) 4.1.4 The parties hereto consider the restrictions contained in this Section 4.01 4.1 hereof to be reasonable for the purpose of preserving the goodwill, proprietary rights and going concern value of the Acquired CompaniesCompany, but if a final judicial determination is made by a court tribunal having jurisdiction that the time or territory or any other restriction contained in this Section 4.01 4.1 is an unenforceable restriction on the Seller's sellers, activities, the provisions of this Section 4.01 4.1 shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. Alternatively, if the court tribunal referred to above finds that any restriction contained in this Section 4.01 4.1 or any remedy provided herein is unenforceable, and such restriction or remedy cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained therein or the availability of any other remedy. The provisions of this Section 4.01 4.1 shall in no respect limit or otherwise affect the Seller's obligations under other agreements with any Acquired the Company.

Noncompetition; Non-solicitation. The Vendor agrees that during the three (a3) For a year period beginning on the date of five (5) years from the Closing DateDate (the "Noncompetition Period") the Vendor will not, the Sellerand will not permit any of its directors, alone officers, employees or in conjunction with any other Personagents to, or directly or indirectly through his present or future any of its Affiliates, will not directly (i) (A) engage or indirectlyparticipate in any business in the Line of Business, anywhere in the Territory, or (B) take any action to invest in, own, manage, operate, join, have a financial interest in, control or participate in the ownership, management, operation or control of, or use or permit his name to be used in connection with, or be otherwise connected any Person engaging in any manner with (i) any business or enterprise conducting business that competes within the Line of Business anywhere in the Territory Territory, if that Person’s revenues attributable to the Line of Business amount to more than 10% of such entity’s total annual revenues; provided that if such revenue threshold is exceeded the Vendor shall have twelve months from the date of completion of the corresponding transaction to divest that portion of the entity engaged in the designLine of Business, development, manufacture, distribution or sale of any products, or the provision of any services, which any Acquired Company was designing, developing, manufacturing, distributing, selling or providing at any time up to and including the Closing Date or (ii) (A) solicit, sell, call upon, advise, do or attempt to do business with or otherwise contact in regard to diverting business away from the Business, any business conducting business in customer or supplier of the Territory which is similar to the business Business as of disposing or selling coal combustion by-products or competitive with the business carried on or planned by any Acquired Company at any time up to and including the Closing Date, provided that or (B) solicit, encourage or induce any customer or supplier of the foregoing restriction Business to terminate or materially and adversely alter its relationship with Subco, the Purchaser or the Business. The Vendor shall not be construed to prohibit in violation of this Section 1(a) solely as a result of (x) Vendor and its Affiliates, as applicable, fulfilling its obligations under the ownershipOther Transaction Documents, or (y) an investment in the aggregate, of not more than five percent (5%) of any class of stock or other securities of any corporation which is engaged in publicly held entity if the Vendor or any of the businesses or enterprises described in clauses (i) and (ii) above, having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market. (b) For a period of five (5) years from the Closing Date, the Seller shall its Affiliates does not, directly or indirectly, by himself or through an Affiliate, hold in the aggregate more than a total of three (i3%) influence any individual who was an employee or consultant of any Acquired Company at any time during the time the Seller was an indirect or direct owner all such shares of securities of such Acquired Company, to terminate his or her employment or consulting relationship with such Acquired Company, (ii) interfere in any other way with the employment, stock or other relationship, of any employee or consultant of an Acquired Company or (iii) cause or attempt to cause or participate in any way in any discussion or negotiation concerning (x) any client, customer or supplier of an Acquired Company or (y) any prospective client, customer or supplier of an Acquired Company from engaging in business with such Acquired Company. (c) Seller agrees that Purchaser's remedies at law for any breach or threat of breach by him of any of the provisions of this Section 4.01 will be inadequate, securities issued and that, in addition to any other remedy to which Purchaser may be entitled at law or in equity, Purchaser shall be entitled to a temporary or permanent injunction or injunctions or temporary restraining order or orders to prevent breaches of the provisions of this Section 4.01 and to enforce specifically the terms and provisions outstanding. For purposes hereof, in each case without the need to post any security or bond. Nothing herein contained shall be construed as prohibiting Purchaser from pursuing, in addition, any other remedies available to an Acquired Company for such breach or threatened breach. A waiver by the Purchaser “Line of any breach of any provision hereof shall not operate or be construed as a waiver of a breach of any other provisions of this Agreement or of any subsequent breach thereofBusiness” means [Redacted – Commercially Sensitive]. (d) The parties hereto consider the restrictions contained in this Section 4.01 hereof to be reasonable for the purpose of preserving the goodwill, proprietary rights and going concern value of the Acquired Companies, but if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in this Section 4.01 is an unenforceable restriction on the Seller's activities, the provisions of this Section 4.01 shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. Alternatively, if the court referred to above finds that any restriction contained in this Section 4.01 or any remedy provided herein is unenforceable, and such restriction or remedy cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained therein or the availability of any other remedy. The provisions of this Section 4.01 shall in no respect limit or otherwise affect the Seller's obligations under other agreements with any Acquired Company.

Noncompetition; Non-solicitation. (a) For Subject to the provisions of Section 6.3(b), as a part of the inducement to Buyer to enter into this Agreement, each of Seller and the Owner (each, a "Restricted Party" and together the "Restricted Parties") hereby agrees that for a period of five (5) years from and after the Closing DateDate (the "Restricted Period"), the SellerRestricted Party shall not, alone or in conjunction with any other Personand shall cause each Restricted Affiliate not to, or directly or indirectly through his present or future Affiliateswithout the prior written consent of Buyer, will not (i) directly or indirectly, serve as an officer, director, or partner or member of, or be employed by or serve as a consultant with, or have an equity or equity-like interest in, or otherwise own, manage, operateoperate or control, joindirectly or indirectly, have a financial interest inany business, control firm, entity or participate other Person which is engaged anywhere in the ownership, management, operation or control of, or use or permit his name to be used in connection with, or be otherwise connected world in any manner business similar to or in competition with the VMAF Business. (b) During the Restricted Period, each Restricted Party shall not, directly or indirectly, and shall cause each Restricted Affiliate not to (i) induce or attempt to induce any business or enterprise conducting business in employee of the Territory engaged in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which any Acquired Company was designing, developing, manufacturing, distributing, selling or providing at any time up to and including VMAF Business on the Closing Date who is hired by Buyer or any Buyer Affiliate to leave the employ of Buyer or such Buyer Affiliate, or in any way interfere with the relationship between any such employee and the Buyer or such Buyer Affiliate, (ii) hire directly or through an entity any business conducting business in Person who was an employee of the Territory which is similar to the business of disposing or selling coal combustion by-products or competitive with the business carried VMAF Business on or planned by any Acquired Company at any time up to and including the Closing Date, provided that the foregoing restriction shall not be construed to prohibit the ownershipDate (except, in the aggregate, case of not more than five percent (5%) of any class of securities of any corporation which is engaged in any of the businesses or enterprises described in clauses (i) and (ii) aboveof this Section 6.3(b), having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, which securities are publicly owned and regularly traded any employee who was involuntarily discharged by Buyer or any Buyer Affiliate on any national exchange or in the over-the-counter market. (b) For a period of five (5) years from after the Closing Date, Date for any reason other than for the Seller shall not, directly or indirectly, by himself or through an Affiliate, (i) influence any individual who was an employee or consultant violation of any Acquired Company at any time during the time the Seller was an indirect or direct owner of securities of such Acquired Companynon-competition, to terminate his or her employment or consulting relationship with such Acquired Company, (ii) interfere in any other way with the employment, non-disclosure or other relationship, of any employee restrictive covenants with Buyer or consultant of an Acquired Company or (iii) cause or attempt to cause or participate in any way in any discussion or negotiation concerning (x) any client, customer or supplier of an Acquired Company or (y) any prospective client, customer or supplier of an Acquired Company from engaging in business with such Acquired CompanyBuyer Affiliate). (c) Seller During the Restricted Period, the Restricted Party agrees that Purchaserit will not, and it will cause the Restricted Affiliates not to, induce or attempt to induce any customer or supplier of the VMAF Business on the Closing Date to cease doing business with Buyer, or in any way interfere with the relationship between any such customer or supplier and Buyer. (d) Each of the Restricted Parties agrees not to disclose any Confidential Information to any Person or use any Confidential Information in any manner; provided, however, it shall not be a breach of this Subsection (d) for Owner to provide a copy of this Section 6.3 and of the definitions of the terms referred to in this Section 6.3 to Owner's attorneys, accountants, financial advisors or prospective employers. (e) Each Restricted Party acknowledges that any breach of the provisions of this Section 6.3 by any Restricted Party will result in irreparable injury to Buyer and the VMAF Business (following the consummation of the Contemplated Transactions), and that Buyer's remedies at law for would be inadequate and insufficient. Accordingly, in the event of any such breach or threat of breach by him of any of the provisions of this Section 4.01 will 6.3, Buyer shall be inadequate, and thatentitled to preliminary and/or permanent injunctive relief, in addition to any all such other remedy to which Purchaser legal and equitable remedies as may be entitled at law or in equity, Purchaser shall be entitled available to a temporary or permanent injunction or injunctions or temporary restraining order or orders to prevent breaches Buyer therefor. In the event any of the provisions of this Section 4.01 and to enforce specifically the terms and provisions hereof, in each case without the need to post any security or bond. Nothing herein contained shall be construed as prohibiting Purchaser from pursuing, in addition, any other remedies available to an Acquired Company for such breach or threatened breach. A waiver by the Purchaser of any breach of any provision hereof shall not operate or be construed as a waiver of a breach of any other provisions of this Agreement or of any subsequent breach thereof. (d) The parties hereto consider the restrictions contained in this Section 4.01 hereof to be reasonable for the purpose of preserving the goodwill, proprietary rights and going concern value of the Acquired Companies, but if a final judicial determination is made 6.3 are determined by a court having of competent jurisdiction that the time to be contrary to any applicable law, or territory for any reason to be unenforceable or any other restriction contained in this Section 4.01 is an unenforceable restriction on the Seller's activitiesinvalid as written, the provisions of this Section 4.01 shall not be rendered void but shall be deemed amended to apply as to parties acknowledge that such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. Alternativelycourt, if the court referred to above finds that permitted by applicable law, shall modify any restriction contained in this Section 4.01 or any remedy provided herein is unenforceable, and of such restriction or remedy cannot be amended provisions so as to make it enforceable, such finding shall not affect the enforceability of permit enforcement thereof as so modified. If a Restricted Party violates any of the other restrictions contained therein or the availability of any other remedy. The provisions of its obligations under this Section 4.01 6.3, then the time period hereunder shall in no be extended with respect limit or otherwise affect to that Restricted Party by the Seller's obligations under other agreements with any Acquired Companyperiod of time equal to that period beginning when the activities constituting such violation commenced and ending when the activities constituting such violation terminated.

Noncompetition; Non-solicitation. (ai) For Except as set forth in subsection 4.01(a)(ii) below, for a period of five (5) years from the Closing Date, the no Seller, alone or in conjunction with any other Person, or directly or indirectly through his or her present or future Affiliates, will not directly or indirectly, indirectly own, manage, operate, join, have a financial interest in, control or participate in the ownership, management, operation or control of, or use or permit his or her name to be used in connection with, or be otherwise connected in any manner with with, (iA) any business or enterprise conducting business in the Territory engaged in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which any Acquired the Company was designing, developing, manufacturing, distributing, selling or providing at any time subsequent to December 31, 1996 up to and including the Closing Date Date, or (iiB) any business conducting business in the Territory which is similar to the business of disposing or selling coal combustion by-products or competitive with the business carried on or planned by any Acquired the Company at any time subsequent to December 31, 1996 up to and including the Closing Date, provided that the foregoing restriction shall only apply to businesses or enterprises with active operations located within a 750 mile radius of Pine Bluff, Arkansas and shall not be construed to prohibit the ownership, in the aggregate, of not more than five two percent (52%) of any class of securities of any corporation which is engaged in any of the businesses or enterprises described in clauses (iA) and (iiB) above, having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market. (ii) The restriction of subsection 4.01(a)(i) above shall not apply to the following activities: (A) the furnishing of over-the-road transportation services with respect to commodities other than fly ash, bottom ash, BAB, other coal combustion byproducts, CKD and 30 LKD, (B) the selling or leasing of equipment (such as backhoes, dozers, tractors and front end loaders), (C) road construction (but not stabilization), and (D) general contracting activities such as light construction, installing sewer and water lines, small building, etc., but not with respect to any electric power plant. (b) For Except as set forth in the Disclosure Schedule, for a period of five (5) years from the Closing Date, the no Seller shall not, directly or indirectly, by himself or through an Affiliate, (i) influence any individual who was an employee or consultant of any Acquired the Company at any time during the time the any Seller was an indirect or direct owner of securities of such Acquired the Company, to terminate his or her employment or consulting relationship with such Acquired the Company, (ii) interfere in any other way with the employment, or other relationship, of any employee or consultant of an Acquired the Company or (iii) cause or attempt to cause or participate in any way in any discussion or negotiation concerning (x) any client, customer or supplier of an Acquired the Company or (y) any prospective client, customer or supplier of an Acquired the Company from engaging in business with such Acquired the Company. (c) Each Seller agrees that Purchaser's remedies at law for any breach or threat of breach by him it of any of the provisions of this Section 4.01 will be inadequate, and that, in addition to any other remedy to which Purchaser may be entitled at law or in equity, Purchaser shall be entitled to a temporary or permanent injunction or injunctions or temporary restraining order orders or orders to prevent breaches of the provisions of this Section 4.01 and to enforce specifically the terms and provisions hereof, in each case without the need to post any security or bond. Nothing herein contained shall be construed as prohibiting Purchaser from pursuing, in addition, any other remedies available to an Acquired Company it for such breach or threatened breach. A waiver by the Purchaser of any breach of any provision hereof shall not operate or be construed as a waiver of a breach of any other provisions of this Agreement or of any subsequent breach thereof. (d) The parties hereto consider the restrictions contained in this Section 4.01 hereof to be reasonable for the purpose of preserving the goodwill, proprietary rights and going concern value of the Acquired CompaniesCompany, but if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in this Section 4.01 is an unenforceable restriction on the Seller's Sellers' activities, the provisions of this Section 4.01 shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. Alternatively, if the court referred to above finds that any restriction contained in this Section 4.01 or any remedy provided herein is unenforceable, and such restriction or remedy cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained therein or the availability of any other remedy. The provisions of this Section 4.01 shall in no respect limit or otherwise affect the Seller's obligations under other agreements with any Acquired the Company.

Noncompetition; Non-solicitation. (a) 4.1.1 For a period of five (5) years from the Closing Date, each of the SellerSellers, alone or in conjunction with any other Person, or directly or indirectly through his their present or future Affiliates, will not directly or indirectly, indirectly own, manage, operate, join, be employed by, have a financial interest in, control or participate in the ownership, management, operation or control of, or use or permit his name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise conducting business in the Territory engaged in the design, development, manufacture, distribution or sale of any products, or the provision of any services, services related to those which any Acquired the Company was designing, developing, manufacturing, distributing, selling or providing at any time prior to and up to and including the Closing Date or (ii) any business conducting business anywhere in the Territory which is similar United States of America, provided that with respect to Xxxx X. Xxxxxxx the business foregoing restriction shall only apply to businesses or enterprises engaged in manufacturing, distributing and/or selling one-coat stucco, and not to businesses or enterprises engaged in the use of disposing or selling coal combustion by-products or competitive with the business carried on or planned by any Acquired Company at any time up to and including the Closing Date, said product provided that the foregoing restriction shall not be construed to prohibit the ownership, in the aggregate, of not more than five two percent (52%) of any class of securities of any corporation which is engaged in any of the businesses or enterprises described in clauses (i) and (ii) above, having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market. Furthermore, this Covenant shall not apply to Xxxxxx Xxxxxxx Xxxxxx. (b) 4.1.1 For a period of five (5) years from the Closing Date, the Seller Sellers shall not, not directly or indirectly, by himself or through an Affiliate, (i) influence any individual who was an employee or consultant of any Acquired the Company at any time during the time the Seller was an indirect or direct owner of securities of such Acquired Companytime, to terminate his or her employment or consulting relationship with such Acquired the Company, (ii) interfere in any other way with the employment, or other relationship, of any employee or consultant of an Acquired the Company or (iii) cause or attempt to cause (or participate in any way in any discussion or negotiation concerning concerning) (x) any client, customer or supplier of an Acquired the Company or (y) any prospective client, customer or supplier of an Acquired the Company from engaging in business with such Acquired the Company. (c) Seller agrees 4.1.2 The Sellers agree that Purchaser's remedies at law for any breach or threat of breach by him it of any of the provisions of this Section 4.01 4.1 will be inadequate, and that, in addition to any other remedy to which Purchaser may be entitled at law or in equity, Purchaser shall be entitled to a temporary or permanent injunction or injunctions or temporary restraining order orders or orders to prevent breaches of the provisions of this Section 4.01 4.1 and to enforce specifically the terms and provisions hereof, in each case without the need to post any security or bond. Nothing herein contained shall be construed as prohibiting Purchaser from pursuing, in addition, any other remedies available to an Acquired Company it for such breach or threatened breach. A waiver by the Purchaser of any breach of any provision hereof shall not operate or be construed as a waiver of a breach of any other provisions of this Agreement or of any subsequent breach thereof. (d) 4.1.3 The parties hereto consider the restrictions contained in this Section 4.01 4.1 hereof to be reasonable for the purpose of preserving the goodwill, proprietary rights and going concern value of the Acquired CompaniesCompany, but if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in this Section 4.01 4.1 is an unenforceable restriction on the Seller's Sellers' activities, the provisions of this Section 4.01 4.1 shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. Alternatively, if the court referred to above finds that any restriction contained in this Section 4.01 4.1 or any remedy provided herein is unenforceable, and such restriction or remedy cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained therein or the availability of any other remedy. The provisions of this Section 4.01 4.1 shall in no respect limit or otherwise affect the SellerSellers's obligations under other agreements with any Acquired the Company.