Common use of Noncompetition Clause in Contracts

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotel.

Noncompetition. In order (a) Except with the prior written consent of the Company authorized by a resolution adopted by the Board, for the period beginning upon the date hereof and ending on (i) in the event of the termination of the Executive's employment by the Executive for Good Reason pursuant to further induce Buyer Section 8(c) or by the Company pursuant to enter into this Agreement Section 8(d) hereof and consummate the transactions contemplated hereunderExecutive is receiving payments from the Company pursuant to Section 9(b) or (d) hereof, Seller the date on which the last such payment is received; or (ii) in the event of the voluntary termination of the Executive's employment by the Executive pursuant to Section 8(d) hereof or termination by the Company for Cause, the date which is nine (9) months from the Termination Date. Executive shall not directly or indirectly as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become substantially financially interested in, employed by or have any connection with, any business engaged principally in the processing of electronic hotel reservations or travel agent commissions in any country where the Company or any of its subsidiaries is then engaged in such business; provided, however, that Executive may own any securities of any corporation which is engaged in such business and Principals is publicly traded stock or securities of such corporation. (“Principals’b) agree Executive agrees that from and after Closing and for a period of two one (21) years thereafteryear following termination of employment with the Company, they shall not, within the Trade Area (as defined below) associate he will not solicit or in any capacity as an ownermanner encourage employees of the Company, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant its subsidiaries or otherwise, parent to leave its employ. (c) In case one or have any interest more of the terms contained in any corporation, partnership, joint venture Subsections (a) or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant (b) of this Section 2012 shall for any reason become invalid, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid illegal, or unenforceable, such invalidity invalidity, illegality or unenforceability shall in no way not affect any other terms herein, but such invalid, illegal or unenforceable terms shall be deemed deleted and such deletion shall not affect the validity of the other terms of this Section. In addition, if any one or construed to affect more of the terms contained in any way the enforceability of any other portion Subsections (a) or (b) of this Section 20. If shall for any court in which Buyer seeks reason be held to have the provisions of this Section 20 specifically enforced determines be excessively broad with regard to time, duration, geographic scope or activity that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 term shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute in a defense manner to enable it to be enforced to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelextent compatible with applicable law.

Noncompetition. In order to further induce Buyer to enter into this Agreement 1.1 Seller covenants and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree agrees that from and after Closing and for a period of two three (23) years thereafterfrom the date hereof, they shall notSeller will not engage in or carry on, within directly or indirectly, any business in competition with the Trade Area business of Buyer relating to the Assets that are the subject of the Purchase Agreement but only for as long as such like business is carried on by (as defined belowi) associate Buyer or any subsidiary or affiliate of Buyer or (ii) any person or entity deriving title from Buyer of the Assets, in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court county in which Buyer seeks or any of its subsidiaries or affiliates conduct business, or in any other county or state of the United States, or in any country or political subdivision of the world. 1.2 The term of the covenants contained in Section 1.1 hereof shall be tolled for the period commencing on the date any successful action is filed for injunctive relief or damages arising out of a breach by Seller of Section 1.1 hereof and ending upon final adjudication (including appeals) of such action. 1.3 If, in any judicial proceeding, the court shall refuse to have enforce all of the provisions covenants contained in Section 1.1 hereof because the time limit is excessive, it is expressly understood and agreed between the parties hereto that for purposes of this such proceeding such time limitation shall be deemed reduced to the extent necessary to permit enforcement of such covenants. If, in any judicial proceeding, the court shall refuse to enforce all of the covenants contained in Section 20 specifically enforced determines 1.1 hereof because it is more extensive than necessary to protect the business and goodwill of Buyer, it is expressly understood and agreed between the parties hereto that for purposes of such proceeding the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part , scope of Seller and Principals under this Section 20 business or other aspect shall be construed as an agreement independent deemed reduced to the extent necessary to permit enforcement of such covenants. 1.4 Seller covenants and represents that Seller has no interest in, or claim to, any other provision of this the procedures, written technical data, computer software and related documentation, patents, copyrights, formulas, methods, practices, statistics, trade secrets, trademarks, trade names, or service marks relating to the Assets that are the subject of the Purchase Agreement, and all knowledge or information of a confidential nature acquired at or before the existence of any claim or cause of action date hereof with respect to said Assets will be held in confidence by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement be disclosed or made public or, except for the inducement benefit of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotel, made use of, by or through Seller, directly or indirectly.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder(a) Where a Seller is also a Key Employee, each such Seller and Principals (“Principals’) agree agrees that from and after Closing and for a period between the date of two (2) years thereaftersuch Seller’s Employment Agreement and one full year after the termination of such Seller’s Employment Agreement, they he/she shall notnot engage, within either directly or indirectly, as an officer, director or employee with the Trade Area (same or substantially similar duties as defined below) associate such Seller performed as an employee under his/her Employment Agreement in any capacity as an ownersole proprietorship, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages joint stock association or similar entity, in the new construction business of an upscale providing manufacturing management products or upper-mid scale Hilton services (the “Business”). (b) If any provision contained in this Section shall for any reason be held invalid, illegal or Marriott hotelunenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as designated if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the Xxxxx Travel Researchextent such provision would be valid or enforceable under applicable law, following a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the Closingmaximum enforceable geographic area, time period and other provisions and shall be valid and enforceable under such applicable law. If Each Seller or Principals fail to keep and perform every covenant acknowledges that the Purchaser would be irreparably harmed by any breach of this Section 20, Buyer and that there would be no adequate remedy at law or in damages to compensate the Purchaser for any such breach. Each Seller agrees that the Purchaser shall be entitled to specifically enforce injunctive relief requiring specific performance by the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion Sellers of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this AgreementSection, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense Sellers consents to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelentry thereof.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate During the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing Term and for a period of two (2) years thereafter, they the Executive shall not, within other than through the Trade Area (as defined below) associate Parent or affiliates of the Parent, own more than a 10% interest in any capacity hotel property (other than hotels owned by the Parent and the Partnership), as partner, shareholder or otherwise, or directly or indirectly, for his own account or for the account of others, either as an owner, officer, director, shareholder, owner, partner, shareholderpromoter, memberemployee, lesseeconsultant, lessoradvisor, agent, consultant or otherwisemanager, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages other capacity engage in the new construction acquisition, development, operation or management of an upscale or upper-mid scale Hilton or Marriott hotel, as designated any hotel property located within 20 miles of any hotel property owned by the Xxxxx Travel ResearchParent or the Partnership at the time of termination of employment. The foregoing sentence shall not restrict the Executive from owning up to 10% of the outstanding securities of any entity, following including any entity whose securities are traded in public securities markets. The Executive agrees that damages at law for violation of the Closing. If Seller restrictive covenant contained herein would not be an adequate or Principals fail proper remedy to keep the Company, and perform every covenant that should the Executive violate or threaten to violate any of this Section 20the provisions of such covenant, Buyer the Company, its successors or assigns, shall be entitled to specifically enforce obtain a temporary or permanent injunction against the same by injunction Executive in equity any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any other remedies which Buyer may haveaward of damages, compensatory, exemplary or otherwise, payable by reason of such violation. If Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed compulsion to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of enter into this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions foregoing restrictive covenant does not in this noncompetition agreement are essential any respect inhibit his ability to earn a livelihood in his chosen profession without violating the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions restrictive covenant contained herein. The parties hereto further acknowledge Company by these presents has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that these restrictions are reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and necessary means of protecting Buyer’s legitimate business interests in enforce the Property and covenant to the Hotelextent that it believes to be reasonable under the circumstances existing at the time.

Noncompetition. In order The Participant acknowledges that (i) the Participant performs services of a unique nature for the Company that are irreplaceable, and that the Participant’s performance of such services to further induce Buyer a competing business will result in irreparable harm to enter into this Agreement the Company, (ii) the Participant has had and consummate will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the transactions contemplated hereunderCompany or any of its affiliates, Seller (iii) in the course of the Participant’s employment by a competitor, the Participant would inevitably use or disclose such Confidential Information, (iv) the Company and Principals its affiliates have substantial relationships with their customers and the Participant has had and will continue to have access to these customers, (“Principals’v) agree the Participant has received and will receive specialized training from the Company and its affiliates, and (vi) the Participant has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Participant’s employment. Accordingly, during the Participant’s employment hereunder and the Restricted Period (as defined below), the Participant agrees that from and after Closing and for a period of two (2) years thereafter, they shall not, within the Trade Area Participant will not engage in any Competitive Activities (as defined below) associate in any capacity basin or location in which the Company or any of its subsidiaries owns any Hydrocarbon Interests (as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant defined below) (or otherwise, otherwise makes any direct or have any interest indirect investment in any corporation, partnership, joint venture Hydrocarbon Interests or limited liability company, which engages has demonstrable plans to commence any activities or direct or indirect investment in the new construction of an upscale Hydrocarbon Interests or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction any Competitive Activities in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid basin or unenforceable, such invalidity or unenforceability shall location in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the PropertyNorth America. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursuenothing herein shall prohibit the Participant from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, which would be so long as the Participant has no active participation in violation the business of such corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this Section 20Agreement, Seller must seek consent (A) “Competitive Activities” shall mean owning any interest in, participating in (whether as a director, officer, employee, member, or partner), consulting with, rendering services for (including as an employee), or in any manner engaging in any business or enterprise involving or related to (I) the acquisition, ownership, operation, finance, maintenance, exploration, production and development of Hydrocarbon Interests, (II) the production and sale of oil, gas and other hydrocarbons produced from Buyer in writingsuch Hydrocarbon Interests, (III) the sale or other disposition of such Hydrocarbon Interests or (IV) any upstream business or activities or oil or gas marketing activities or other energy-related activities; (B) “Hydrocarbon Interests” shall mean (I) all oil, gas and/or mineral leases, oil, gas or mineral properties, mineral servitudes and/or mineral rights of any kind (including fee mineral interests, lease interests, farmout interests, overriding royalty and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that royalty interests, net profits interests, oil payment interests, production payment interests and other types of mineral interests), including any rights to acquire any of the restrictions in this noncompetition agreement are essential foregoing and (II) all oil and gas gathering, treating, compression, storage, processing and handling assets of any kind, including all rigs, platforms, pipelines, xxxxx, wellhead equipment, pumping units, flowlines, tanks, injection facilities, compression facilities, gathering systems, processing facilities and other related equipment or materials of any kind; and (C) “Restricted Period” means the period beginning on the Participant’s last day of employment with the Company and ending (I) on the second anniversary thereof, if such termination of employment occurs prior to the Buyer’s successful operation expiration of the Hotel Initial Term and Buyer would not have entered into this Agreement except for (II) on the inducement first anniversary thereof, if such termination occurs upon or after the expiration of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the HotelInitial Term.

Noncompetition. In order THIS SECTION 10(a) WILL HAVE NO FORCE OR EFFECT, AND WILL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT WILL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Executive and the Company jointly acknowledge that Executive’s initial and principal place of employment is Newport Beach, California, and therefore, this section 10 (a) is NOT in force and effect on the Effective Date. However, the Executive further acknowledges that in the course of the Executive’s employment with the Company and its Affiliates and their predecessors, the Executive has and will continue to become familiar with the trade secrets of, and other confidential information concerning, the Company and its Affiliates and their predecessors, that the Executive’s services will be of special, unique and extraordinary value to the Company and its Affiliates and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the marketplace depends substantially on the skills and expertise of the Executive. Therefore, and in further induce Buyer consideration of the compensation being paid to enter into this Agreement and consummate the transactions contemplated Executive hereunder, Seller and Principals (“Principals’) agree the Executive agrees that from and after Closing if his principal place of employment becomes a state other than California, then during the Employment Period and for a period of two twelve months following the termination of the Employment Period for any reason (2) years thereafterthe “Restricted Period”), they shall notthe Executive will not directly or indirectly own, within the Trade Area (as defined below) associate manage, control, participate in, consult with, render services for, or in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest manner engage in any corporationbusiness competing with the businesses of the Company or its Affiliates, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way country where the enforceability Company or its Affiliates conducts business; provided, however, that passive investments amounting to no more than three percent of any other portion the voting equity of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, business and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Executive’s other current positions and activities described in Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer 3 will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelbe prohibited hereby.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, (a) Seller and Principals (“Principals’) agree agrees that from and after Closing and for a period of two (2) full years thereafterfrom the Closing Date, they shall notneither it nor any of its subsidiaries shall: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as stockholders in any corporation or joint stock association, in any business that competes with the Business as it exists on the Closing Date within the Trade Area United States; PROVIDED that nothing herein shall prohibit the acquisition by Seller or any of its subsidiaries of (A) a diversified company having not more than 10% of its sales (based on its latest published annual audited financial statements) attributable to any business that competes with the Business or(B) beneficial ownership of not more than 5% of the outstanding capital stock of any entity having a class of equity securities registered under the 1934 Act; or (ii) employ or solicit, or receive or accept the performance of services by, any Transferred Employee, except as defined belowset forth under the Management Services Agreement or may be otherwise agreed in writing by Buyer and Seller. (b) associate If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any capacity respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as an ownerif such invalid, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant illegal or otherwiseunenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or have any interest in any corporationway construed to be too broad or to any extent invalid, partnershipsuch provision shall not be construed to be null, joint venture void and of no effect, but to the extent such provision would be valid or limited liability companyenforceable under applicable law, which engages in a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the new construction of an upscale or upper-mid scale Hilton or Marriott hotelmaximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as designated shall be valid and enforceable under such applicable law. Seller acknowledges that Buyer would be irreparably harmed by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant any breach of this Section 20and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Seller agrees that in the event of any such breach by Seller, Buyer shall be entitled to specifically enforce the same injunctive relief requiring specific performance by injunction in equity in addition to any other remedies which Buyer may have. If any portion Seller of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the HotelSection.

Noncompetition. In order (a) Except with the prior written consent of the Company authorized by a resolution adopted by the Board, for the period beginning upon the date hereof and ending on (i) in the event of the termination of the Executive's employment by the Executive for Good Reason pursuant to further induce Buyer Section 8(c) or by the Company pursuant to enter into this Agreement Section 8(d) hereof and consummate the transactions contemplated hereunderExecutive is receiving payments from the Company pursuant to Section 9(b) or (d) hereof, Seller the date on which the last such payment is received; or (ii) in the event of the voluntary termination of the Executive's employment by the Executive pursuant to Section 8(d) hereof or termination by the Company for Cause, the date which is nine (9) months from the Termination Date. Executive shall not directly or indirectly as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become substantially financially interested in, employed by or have any connection with, any business engaged principally in the processing of electronic hotel reservations or travel agent commissions in any country where the Company or any of its subsidiaries is then engaged in such business; provided, however, that Executive may own any securities of any corporation which is engaged in such business and Principals is publicly traded stock or securities of such corporation. (“Principals’b) agree Executive agrees that from and after Closing and for a period of two one (21) years thereafteryear following termination of employment with the Company, they shall not, within the Trade Area (as defined below) associate Executive will not solicit or in any capacity as an ownermanner encourage employees of the Company, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant its subsidiaries or otherwise, parent to leave its employ. (c) In case one or have any interest more of the terms contained in any corporation, partnership, joint venture Subsections (a) or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant (b) of this Section 2012 shall for any reason become invalid, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid illegal, or unenforceable, such invalidity invalidity, illegality or unenforceability shall in no way not affect any other terms herein, but such invalid, illegal or unenforceable terms shall be deemed deleted and such deletion shall not affect the validity of the other terms of this Section. In addition, if any one or construed to affect more of the terms contained in any way the enforceability of any other portion Subsections (a) or (b) of this Section 20. If shall for any court in which Buyer seeks reason be held to have the provisions of this Section 20 specifically enforced determines be excessively broad with regard to time, duration, geographic scope or activity that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 term shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute in a defense manner to enable it to be enforced to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelextent compatible with applicable law.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, (a) Seller and Principals (“Principals’) agree agrees that from and after Closing and for a period of two three full years from the Closing Date, neither it nor any Person that, as of the date of this Agreement or the Closing Date, is an Affiliate of Seller shall: (2i) years thereafterengage, they shall noteither directly or indirectly, within the Trade Area (as defined below) associate a principal or for its own account, or solely or jointly with others, or as a stockholder in any capacity corporation or joint stock association, in any business that competes with the Business as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant it exists on the Closing Date; provided that nothing herein shall prohibit the purchase or otherwiseownership of up to 5% of the outstanding stock of a publicly-traded company that competes with the Business; or (ii) employ or solicit, or have receive or accept the performance of services by, any interest in Transferred Employee; or (iii) advise any corporationcustomer or supplier of the Business with respect to its business relationship with the Business. (b) For the sake of clarity, partnership, joint venture or limited liability company, which engages in the new construction event Seller is acquired after the Closing Date by a Person (the “Acquiror”) the business activities of an upscale or upper-mid scale Hilton or Marriott hotel, Acquiror on the date Acquiror acquires Seller (including any activities that compete with the Business as designated by it exists on the Xxxxx Travel Research, following Closing Date) shall not be deemed a violation of the Closing. If Seller or Principals fail to keep and perform every covenant provisions of this Section 205.04 notwithstanding the fact that the combined entity of Acquiror and Seller will continue to engage in such business activities. (c) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. Seller acknowledges that Buyer would be irreparably harmed by any breach of this Section and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Seller agrees that Buyer shall be entitled to specifically enforce the same injunctive relief requiring specific performance by injunction in equity in addition to any other remedies which Buyer may have. If any portion Seller of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this AgreementSection, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense consents to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelentry thereof.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’a) agree that from and after Closing and for For a period of two 30 months commencing on the Initial Closing Date (2) years thereafterthe “Non-Competition Period”), they Seller shall not, within the Trade Area (as defined below) associate in and shall not permit any capacity as an ownerof its Subsidiaries to, officerdirectly or indirectly, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwiseengage in, or have form a Joint Venture whose purpose is to engage in, the provision to third parties of any interest service offerings exclusively provided by Global Process Services CRM and Global Process Services IIOS, in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hoteleach case, as designated by of the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision date of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer the Selling Subsidiaries (all such service offerings, “Customer Care Services”, and the provision of Customer Care Services, excluding any activity permitted by Section 5.15(b), “Competitive Activities”) anywhere in the world. (b) Notwithstanding anything in this Section 5.15 to the contrary, Seller and its Subsidiaries will have the right to: (i) engage in any activity (including research, development, manufacture, marketing, distribution, sale, support, licensing and maintenance) with respect to any products and services, subject to Section 5.15(e), other than the provision of Customer Care Services; (ii) engage in any Competitive Activities performed by Seller or any corporation affiliated of its Subsidiaries in accordance with, or that are permitted by, the Transaction Agreements or any other agreements entered into with BuyerPurchaser or the Purchasing Subsidiaries, including Competitive Activities required in the performance of obligations under (x) contracts and arrangements that have not yet been Transferred to Purchaser or the Purchasing Subsidiaries in any jurisdiction where the applicable Closing has not occurred (provided that the failure of such Transfer to occur is not due to the material breach of this Agreement by Seller or its Subsidiaries, and provided further that such Competitive Activities shall be performed solely for the benefit of Purchaser or the Purchasing Subsidiaries (other than with respect to contracts and arrangements that have not yet been Transferred in any jurisdiction where the applicable Closing fails to occur after the period set forth in Section 3.02(c))), (y) contracts and arrangements that are otherwise retained by Seller or any of its Subsidiaries in accordance with the terms of this Agreement, or (z) contracts or arrangements entered into in accordance with, or that are permitted by, the Collaboration Agreement; (iii) engage in the performance of Global Services, subject to Section 5.15(e), other than the provision of Customer Care Services; (iv) engage in any activity (including research, development, manufacture, marketing, distribution, sale, support, licensing, maintenance and software-related services), with respect to any software or applications of any kind, whether predicated or not integrated on a machine or appliance, including “software as a service” that does not recreate the majority of all features and functions unique to Customer Care Services of the Assigned Customer Care Software (which unique features and functions shall not, for the avoidance of doubt, include features and functions related to general software development or features and functions that could be utilized outside of Customer Care Services); (v) engage in any research and development activity, including research and development with respect to any products, software or services (including any Customer Care Services) and the provision of any research and development services that do not constitute Customer Care Services; (vi) engage in any Financing Services, or enter into contracts, agreements or arrangements with third parties providing that such third parties will provide Financing Services; or (vii) own, directly or indirectly, as an investment, securities of any Person engaged in Competitive Activities if (A) (1) neither Seller nor any of its Subsidiaries has the power directly or indirectly to direct or control the management of such Person and (2) neither Seller nor any of its Subsidiaries, individually or in the aggregate, beneficially owns, directly or indirectly, securities representing 5% or more of the total voting power of such Person or (B) such securities are held by any retirement, pension, medical or other benefit plan, where a fiduciary of the beneficiaries of such plan exercises independent investment oversight of the assets of such plan. (c) Notwithstanding anything in this Agreement Section 5.15 to the contrary, the acquisition (whether by merger or otherwise) and operation by Seller or any of its Subsidiaries of a Person, or the entering into of a Joint Venture by Seller or any such Subsidiary, that at the time of such acquisition or Joint Venture is engaged in Competitive Activities shall not constitute be a defense to breach of the enforcement by Buyer of said covenants. For purposes terms of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius 5.15; provided that (i) the average of the Propertyportion of the total annual revenues of such Person and its Subsidiaries or such Joint Venture on a consolidated basis that is attributable to Competitive Activities of such Person and its Subsidiaries or such Joint Venture (such portion for any fiscal year, the “Competitive Revenues Percentage”) for each of the last three fiscal years ending prior to the time of such acquisition (or for such shorter period of time as such revenue information is available) is less than 40%, and such Person or Joint Venture does not engage in Competitive Activities after the date that is 18 months following such acquisition or Joint Venture, or (ii) the average of the Competitive Revenues Percentage of such Person and its Subsidiaries or such Joint Venture for each of the last three fiscal years ending prior to the time of such acquisition (or for such shorter period of time as such revenue information is available) is less than 15%. Notwithstanding anything in this Section 5.15 to the foregoingcontrary, if an opportunity for new development exists which Seller would like to pursue, which would it shall not be in violation a breach of the terms of this Section 205.15 for Seller to make any acquisition of a Person whose activities primarily consist of software that does not constitute Customer Care Services, whether as “software as a service” or delivered or integrated on a machine or appliance, and to operate such acquired Person. (d) Notwithstanding anything in this Section 5.15 to the contrary, Seller must seek consent from Buyer and its Subsidiaries shall have the right to engage in writingany Competitive Activities after a Change of Control has occurred. (e) Seller and its Subsidiaries shall not have the right to engage in any Customer Care Services unless such services are integrated with other non-Customer Care Services. (f) For the avoidance of doubt, (i) Seller and Buyer will its Subsidiaries shall have the right at all times to continue to perform under contracts, agreements or arrangements existing as of the Initial Closing Date which are not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential Transferred Assets (after giving effect to the Buyer’s successful operation Transfer of the Hotel Transferred Assets, Covered Employees and Buyer would Assumed Liabilities) and (ii) Seller and its Subsidiaries shall not have entered into be restricted under this Agreement except for the inducement Section 5.15 from offering or providing any services, software and other solutions that are offered or provided by Seller outside of Global Process Services CRM and Global Process Services IIOS as of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable Initial Closing Date (or any extensions, upgrades, enhancements and necessary means follow-on offerings in respect of protecting Buyer’s legitimate business interests in such solutions following the Property Initial Closing Date), after giving effect to the Transfer of the Customer Care Business and the HotelTransferred Assets.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’a) agree Xxxx Xxx agrees that from and after Closing and for a period of two three (23) full years thereafterfrom the Closing Date, they shall notneither she nor any of her Affiliates shall: (i) engage, within the Trade Area (either directly or indirectly, as defined below) associate a principal or for its own account or solely or jointly with others, or as stockholder in any capacity as an ownercorporation or joint stock association, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporationbusiness that competes with the businesses of the Company or the Japanese Subsidiary as they exist on the Closing Date in Japan and the United States; or (ii) employ or solicit, partnership, joint venture receive or limited liability company, which engages in accept the new construction performance of an upscale or upper-mid scale Hilton or Marriott hotel, as designated services by any employee currently employed by the Xxxxx Travel ResearchCompany or the Japanese Subsidiary; or (iii) advise any customer or supplier of the Company or the Japanese Subsidiary with respect to its business relationship with the Company or the Japanese Subsidiary. (b) If any provision contained in this Section 6.05 shall for any reason be held invalid, following the Closing. If Seller illegal or Principals fail to keep and perform every covenant unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 206.05, but this Section 6.05 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section 6.05 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. Xxxx Xxx acknowledges that Buyer would be irreparably harmed by any breach of this Section and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Xxxx Xxx agrees that Buyer shall be entitled to specifically enforce the same injunctive relief requiring specific performance by injunction in equity in addition to any other remedies which Buyer may have. If any portion Xxxx Xxx of this Section 20 6.05, and Xxxx Xxx consents to the entry thereof. (c) Notwithstanding anything in this Section 6.05 to the contrary, Buyer consents to Xxxx Xxx'x employment as a language interpreter, provided that such employment or any services rendered in such capacity (i) shall not be invalid or unenforceablerelated to software (and software-related materials) localization, such invalidity or unenforceability and (ii) shall in no way not be deemed or construed to affect in any way performed for the enforceability benefit of any other portion of this Section 20. If any court company engaging in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time software (or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3software-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelrelated materials) localization.

Noncompetition. In order consideration of the mutual covenants provided for herein to further induce Buyer to enter into this Agreement the Parent and consummate the transactions contemplated hereunderExisting Stockholder at the Closing, Seller during the period beginning on the Closing Date and Principals ending on the fifth anniversary of the Closing Date (“Principals’) agree that from and after Closing and for a period the "Noncompete Period"), none of two the Parent, the Existing Stockholder or any of their then Affiliates shall engage (2) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whether as an owner, operator, manager, employee, officer, director, partnerconsultant, shareholderadvisor, memberrepresentative, lessee, lessor, agent, consultant or otherwise, ) directly or have indirectly in any business that provides outsourced staffing or those related billing services being provided by the Acquired Companies as conducted on the date hereof to hospitals and clinics anywhere within the United States; provided that ownership of less than 5% of the outstanding stock of any publicly traded corporation shall not be deemed to be engaging solely by reason thereof in any of its businesses; provided further that the Parent and the Existing Stockholder shall not be deemed to be in breach of this Section 9.8(a) solely as a result of owning a direct or indirect interest in any corporation, partnership, joint venture or limited liability company, which a business whose other owner engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotelactivities prohibited hereunder. The Parties hereto agree that the covenant set forth in this Section 9.8 is reasonable with respect to its duration, as designated by the Xxxxx Travel Researchgeographical area, following the Closingand scope. If Seller the final judgment of a court of competent jurisdiction declares that any term or Principals fail to keep and perform every covenant provision of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be 9.8 is invalid or unenforceable, such the Parties agree that the court making the determination of invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 Agreement shall be construed enforceable as an agreement independent of any other provision of this Agreement, and so modified after the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius expiration of the Property. Notwithstanding time within which the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would judgment may be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelappealed.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate During the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing period of employment of Executive by the Corporation and for a period of two five (25) years thereafter, they shall the Executive will not, within the Trade Area (as defined below) associate in any capacity geographic area in which the Corporation is offering its services and products, without the prior written consent of the Corporation: (a) directly or indirectly engage in, (b) assist or have an active interest in (whether as an ownerproprietor, partner, investor, shareholder, officer, directordirector or any type of principal whatsoever), partner, shareholder, member, lessee, lessor, agent, consultant or otherwiseor (c) enter the employ of, or have act as agent for, or advisor or consultant to, any interest in any corporationperson, firm, partnership, joint venture association, corporation or limited liability companybusiness organization, entity or enterprise which engages is or is about to become directly or indirectly engaged in, any business which is competitive with any business of the Corporation or any subsidiary or affiliate thereof in which Executive is or was engaged; provided, however, that the new construction foregoing provisions of an upscale this paragraph 8 are not intended to prohibit and shall not prohibit Executive from purchasing, for investment, not in excess of 1% of any class of stock or upper-mid scale Hilton or Marriott hotel, as designated other corporate security of any company which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. Executive acknowledges that the breach by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant Executive of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines 8 would cause irreparable injury to the Corporation, acknowledges and agrees that remedies at law for any such breach will be inadequate and consents and agrees that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 Corporation shall be construed as an agreement independent entitled, without the necessity of proof of actual damage, to injunctive relief in any other provision of this Agreement, and proceedings which maybe brought to enforce the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes provisions of this Section 20, “Trade Area” shall mean 8. Executive acknowledges and warrants that the Executive will be fully able to earn an area located within a 3-mile radius of adequate livelihood for the Property. Notwithstanding Executive and the foregoing, Executive's dependents if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, 8 should be specifically enforced against the Executive and Buyer that such enforcement will not unreasonably withhold consentimpair the Executive's ability to obtain employment commensurate with the Executive's abilities and fully acceptable to the Executive. The parties hereto acknowledge that If the restrictions scope of any restriction contained in this noncompetition agreement are essential Section 8 is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the Buyer’s successful operation of the Hotel maximum extent permitted by law and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property Executive and the HotelCorporation hereby consent and agree that such scope may be judicially modified in any proceeding brought to enforce such restriction.

Noncompetition. In order (a) Subject to further induce Buyer to enter Section 5.17(b) below, in consideration of Purchaser entering into this Agreement and consummate in order that Purchaser may enjoy the transactions contemplated hereunderfull benefit of the Transferred Assets and the Business, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two four years following the Closing Date (2the “Noncompetition Period”), neither Seller nor any of its Subsidiaries shall engage in a business that is directly in competition with the Business (including as proposed to be conducted under the Product and Services Extensions) years thereafter(any such restricted activity, they a “Seller Competitive Business”). (b) Nothing in this Section 5.17 shall notrestrict the right of Seller and its Affiliates to, within directly or indirectly: (i) continue to operate each of the Trade Area current businesses of Seller other than the Business (including the business and business segments of Seller and its Subsidiaries described on Section 1.01(ii) of the Seller Disclosure Schedule, the “Seller Existing Businesses”) or any other business acquired or created by Seller or any of its Affiliates after the date hereof that is substantially similar to the Seller Existing Businesses; (ii) transfer any Seller Existing Business to any third party (including any third party engaged in a Seller Competitive Business); (iii) provide any service or carry out any activity that Seller or its Subsidiaries will be required to provide or carry out as defined belowa result of the adoption of any consensus policy by the Internet Corporation for Assigned Names and Numbers; (iv) associate acquire or hold securities of any Person that is engaged in a Seller Competitive Business; provided that such acquisition or holding of securities represents a passive investment that does not exceed 5% of the outstanding voting shares of such Person for Seller or any of its Affiliates and does not give Seller or any of its Affiliates the right to appoint directors or management of such Person or to otherwise exercise control over the management of such Person; or (v) engage in any capacity Seller Competitive Business that is acquired from any Person or is carried on by any Person that is acquired by or combined with Seller or any of its Subsidiaries after the date of this Agreement, so long as an ownereither (A) the Seller Competitive Business constitutes less than 5% of the gross revenues of Seller and its Subsidiaries, officertaken as a whole, directorat the time of such acquisition or combination or (B) Seller uses commercially reasonable efforts to divest such Seller Competitive Business as soon as reasonably practicable following completion of such acquisition or combination. (c) Subject to Section 5.17(d) below, partnerin consideration of Seller entering into this Agreement, shareholderduring the Noncompetition Period, memberneither Purchaser nor any of its Subsidiaries (including the Companies) shall engage in a business that is directly in competition with the Naming Services Business of VeriSign (excluding any security related components thereof) (any such restricted activity, lesseea “Purchaser Competitive Business”). (d) Nothing in this Section 5.17 shall restrict the right of Purchaser and its Affiliates (including the Companies) to, lessordirectly or indirectly: (i) continue to operate the Business and each of the current businesses of Purchaser (the “Purchaser Existing Businesses”) or any other business acquired or created by Purchaser or any of its Affiliates after the date hereof that is substantially similar to the Business (including as proposed to be conducted under the Product and Service Extensions) or the Purchaser Existing Businesses; (ii) transfer the Business or any Purchaser Existing Business to any third party (including any third party engaged in a Purchaser Competitive Business); (iii) acquire or hold securities of any Person that is engaged in a Purchaser Competitive Business; provided that such acquisition or holding of securities represents a passive investment that does not exceed 5% of the outstanding voting shares of such Person for Purchaser or any of its Affiliates and does not give Purchaser or any of its Affiliates the right to appoint directors or management of such Person or to otherwise exercise control over the management of such Person; or (iv) engage in any Purchaser Competitive Business that is acquired from any Person or is carried on by any Person that is acquired by or combined with Purchaser or any of its Subsidiaries after the date of this Agreement, agentso long as either (A) the Purchaser Competitive Business constitutes less than 5% of the gross revenues of Purchaser and its Subsidiaries, consultant taken as a whole, at the time of such acquisition or otherwisecombination or (B) Purchaser uses commercially reasonable efforts to divest such Purchaser Competitive Business as soon as reasonably practicable following completion of such acquisition or combination. Each of Seller and Purchaser acknowledges and agrees that the remedy at law for any breach, or have threatened breach, of any interest in any corporationof the provisions of Section 5.16 or Section 5.17 will be inadequate and, partnershipaccordingly, joint venture or limited liability companyeach of Seller and Purchaser covenants and agrees that the other party shall, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other rights and remedies which Buyer such party may have. If have at Law, be entitled to seek equitable relief, including injunctive relief, and to seek the remedy of specific performance with respect to any portion breach or threatened breach of this Section 20 shall such covenant, as may be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If available from any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic areacompetent jurisdiction. The covenants on the part Each of Seller and Principals under this Purchaser hereby waives any requirement for the securing or posting of a bond in connection with seeking any such equitable relief. In addition, each of Seller and Purchaser agrees that the terms of Section 20 5.16 or Section 5.17 are fair and reasonable and are necessary to accomplish the full transfer of the goodwill and other intangible assets contemplated hereby. In the event that any of the covenants contained in Section 5.16 or Section 5.17 shall be construed as an agreement independent determined by any court of competent jurisdiction to be unenforceable for any other reason whatsoever, then any such provision of this Agreementor provisions shall not be deemed void, and the existence of any claim parties hereto agree that said limits may be modified by the court and that said covenant contained in Section 5.16 or cause of action Section 5.17 shall be amended in accordance with said modification, it being specifically agreed by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on the parties that it is their continuing desire that this Agreement or otherwise, shall not constitute a defense covenant be enforced to the enforcement by Buyer full extent of said covenants. For purposes its terms and conditions or if a court finds the scope of the covenant unenforceable, the court should redefine the covenant so as to comply with applicable Law. (e) Each of Seller and Purchaser acknowledges that there exists an overlap in the businesses constituting the Seller Existing Business (including the business and business segments described on Section 1.01(ii) of the Seller Disclosure Schedule) and the businesses constituting the Purchaser Existing Business (including as proposed to be conducted under the Product and Service Extensions) and agree that nothing in this Section 20, “Trade Area” 5.17 shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like be deemed to pursue, which would be restrict either party from engaging in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelsuch overlapping businesses.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate During the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing period of employment of Executive by the Corporation and for a period of two five (25) years thereafter, they shall the Executive will not, within the Trade Area (as defined below) associate in any capacity geographic area in which the Corporation is offering its services and products, without the prior written consent of the Corporation: (a) directly or indirectly engage in, (b) assist or have an active interest in (whether as an ownerproprietor, partner, investor, shareholder, officer, directordirector or any type of principal whatsoever), partner, shareholder, member, lessee, lessor, agent, consultant or otherwiseor (c) enter the employ of, or have act as agent for, or advisor or consultant to, any interest in any corporationperson, firm, partnership, joint venture association, corporation or limited liability companybusiness organization, entity or enterprise which engages is or is about to become directly or indirectly engaged in, any business which is competitive with any business of the Corporation or any subsidiary or affiliate thereof in which Executive is or was engaged; provided, however, that the new construction foregoing provisions of an upscale this paragraph 8 are not intended to prohibit and shall not prohibit Executive from purchasing, for investment, not in excess of 1% of any class of stock or upper-mid scale Hilton or Marriott hotel, as designated other corporate security of any company which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. Executive acknowledges that the breach by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant Executive of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines 8 would cause irreparable injury to the Corporation, acknowledges and agrees that remedies at law for any such breach will be inadequate and consents and agrees that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 Corporation shall be construed as an agreement independent entitled, without the necessity of proof of actual damage, to injunctive relief in any other provision of this Agreement, and proceedings which may be brought to enforce the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes provisions of this Section 20, “Trade Area” shall mean 8. Executive acknowledges and warrants that the Executive will be fully able to earn an area located within a 3-mile radius of adequate livelihood for the Property. Notwithstanding Executive and the foregoing, Executive’s dependents if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, 8 should be specifically enforced against the Executive and Buyer that such enforcement will not unreasonably withhold consentimpair the Executive’s ability to obtain employment commensurate with the Executive’s abilities and fully acceptable to the Executive. The parties hereto acknowledge that If the restrictions scope of any restriction contained in this noncompetition agreement are essential Section 8 is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the Buyer’s successful operation of the Hotel maximum extent permitted by law and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property Executive and the HotelCorporation hereby consent and agree that such scope may be judicially modified in any proceeding brought to enforce such restriction.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate (a) For a period of three years commencing on the transactions contemplated hereunderClosing Date (the “Non-Competition Period”), Seller agrees not to, and Principals agrees to cause its Affiliates (other than any of Seller’s Affiliates providing incidental pension disbursement services and/or providing any services to any Employee Benefit Plan of Seller) not to, at any time, directly or indirectly, anywhere in the world, so long as the Company or a Subsidiary continues to engage in a like business in such location: (i) own, manage, operate, control, or be connected in any manner with the ownership, management or control of any Person that engages in a business which provides benefits or human resources consulting or outsourcing in competition with the Business as conducted on the Closing Date (a “Principals’Competitive Business”); or (ii) agree that from interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company or any Subsidiary and after Closing and for any customer, supplier of the Company or any Subsidiary. (b) For a period of two years commencing on the Closing Date (2the “Non-Solicitation Period”), Seller agrees not to, and agrees to cause its Affiliates not to, at any time, directly or indirectly, solicit employment for or employ Transferred Employees or induce any Transferred Employee to leave the employ of the Company or any Subsidiary. (c) years thereafter, they shall not, within In the Trade Area (as defined below) associate in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in event of a breach by Seller of the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant terms of this Section 207.3, Buyer shall be entitled, if it shall so elect, to institute legal proceedings to obtain damages for any such breach, or to enforce the specific performance of such terms by Seller (or such applicable Affiliate of Seller) and to enjoin Seller (or such applicable Affiliate of Seller) from any further violation and to exercise such remedies cumulatively or in conjunction with all other rights and remedies provided by law. Seller acknowledges that the remedies at law for any breach by Seller or its Affiliates of the provisions of this Section 7.3 may be inadequate and that Buyer shall be entitled to specifically enforce injunctive relief against Seller (or such applicable Affiliate of Seller) in the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability event of any other portion of this Section 20. If breach without the necessity to post any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic areabond therefor. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by of Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on based upon this Agreement or otherwise, shall not constitute a defense to the enforcement obligations of Seller under this Section 7.3. (d) Notwithstanding anything in Section 7.3(a) to the contrary, nothing herein shall in any way restrict or limit the rights of Seller or any of its Affiliates or any successor thereof (i) as an investor to hold and make investments not in excess of 10% of the outstanding securities of any corporation the securities of which are listed on a nationally recognized securities exchange or traded in a nationally recognized over-the-counter market and (ii) to continue to carry on any business in which any of them is engaged as of the date hereof, whether or not any such business is a Competitive Business, in a manner that is not substantially different from the manner in which Seller or any of its Affiliates, as the case may be, carries on such business as of the date hereof. (e) Notwithstanding anything in Section 7.3(a) to the contrary, should any Person not a party hereto engaged in a Competitive Business acquire Seller, directly or indirectly, by Buyer merger, acquisition or a purchase of said covenants. For substantially all of the assets of Seller, this Section 7.3 shall not thereafter apply to the surviving party so long as (i) following such acquisition such Competitive Business shall not be conducted, directly or indirectly, through Seller, any of its pre-Closing Affiliates or any of their successors or assignees and (ii) none of Seller, its pre-Closing Affiliates, any of their successors or assignees or their employees shall provide substantial assistance to the Competitive Business. (f) Notwithstanding anything in Section 7.3(a) to the contrary, if during the Non-Competition Period, Seller or any Affiliate thereof (an “Acquiring Person” for purposes of this Section 20Section) shall acquire (directly or indirectly) any entity operating a Competitive Business then such Acquiring Person shall be obligated, “Trade Area” within three months after consummation of such acquisition, offer to sell and assign such Competitive Business to Buyer at the fair market value of such Competitive Business. The terms and conditions of such sale shall mean include (i) (A) an area located within assignment by Seller to Buyer of its rights to the extent related to the Competitive Business under the acquisition and related documents under which it acquired such Competitive Business and (B) a 3-mile radius consent by the seller of such Competitive Business acknowledging such assignment and agreeing that Buyer may enforce such acquisition and related documents against such seller or (ii) representations, warranties and indemnification provisions substantially similar to those made in favor of the PropertyAcquiring Person under such acquisition and related documents. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursueshall give Buyer written notice of any such transaction, which would notice shall describe in reasonable detail the Competitive Business being offered to Buyer. Representatives of Buyer and the Acquiring Person shall meet within 15 days of the date such offer is made and attempt mutually to determine in good faith such fair market value. If Buyer and the Acquiring Person are unable to determine a mutually acceptable fair market value within 20 days after their initial meeting, Buyer and the Acquiring Person shall mutually engage (and share equally in the fees and expenses of) an investment banking firm to determine within 20 days of such firm’s engagement the fair market value of the Competitive Business (and associated liabilities), which determination shall be binding upon Buyer and the Acquiring Person for purposes of the Acquiring Person’s offer to sell the Competitive Business to Buyer as contemplated herein. In the event that Buyer does not accept the offer within thirty days of final determination of such fair market value, the Acquiring Person shall be free to sell the Competitive Business to a third party or to operate the Competitive Business, as the Acquiring Person may elect, free of the restrictions set forth in violation Section 7.3(a); provided, however, that if Seller elects to operate the Competitive Business, Seller shall not, (i) for the remainder of the Non-Solicitation Period, hire any Transferred Employee (other than a Transferred Employee that either Seller or one of its Affiliates is permitted to employ pursuant to Section 7.3(g)) or (ii) for the remainder of the Non-Competition Period, solicit the business of any customer of the Business (other than any customer which is also a customer of the Competitive Business at the time of its acquisition). The parties agree that the operation of the Competitive Business by the Acquiring Person during the pendency of the procedures described above shall not be deemed to violate Section 7.3(a). (g) Notwithstanding anything in Section 7.3(b) to the contrary, nothing herein shall in any way restrict or limit the rights of Seller or any of its Affiliates to employ a Transferred Employee who (i) is terminated by the Company or any of its Affiliates, (ii) responds to a general employment advertisement by Seller or any of its Affiliates in the ordinary course of its business, (iii) responds to a solicitation from an employment agency or search firm that is not directed to contact such Transferred Employee by Seller or any of its Affiliates, or (iv) contacts Seller or any of its Affiliates for employment on such Transferred Employee’s own initiative without any solicitation from Seller or any of its Affiliates. (h) For a period of three years commencing on the Closing Date, Seller agrees not to, and agrees to cause its Affiliates not to, use in any Competitive Business the customer lists of the Business that have been delivered to the Company pursuant to this Agreement. (i) The necessity of protection against competition from Seller and its Affiliates and the nature and scope of such protection has been carefully considered by the parties to this Agreement based upon the consultation with and advice from their respective legal counsel. The parties agree and acknowledge (i) that the duration, scope and geographic areas applicable to the covenants contained in this Section 7.3 are fair, reasonable and necessary, and do not impose a greater restraint than is necessary to protect the goodwill or other business interest of the Business and Buyer’s investment therein and its business goodwill, (ii) that adequate compensation has been received by Seller for such obligations, and (iii) that these obligations do not prevent Seller and its Affiliates from earning a livelihood or conducting its remaining businesses. If any provision of this Section 207.3 is held to be illegal, invalid or unenforceable under present or future laws effective during the Non-Competition Period, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable, but no such added provision shall be broader or result in a greater limitation of the activities of Seller must seek consent from Buyer than is provided in writingthis Section 7.3 on the date hereof. If the automatic reformation provision contained in this Section 7.3(i) for any reason fails or is held to be illegal, and Buyer will not unreasonably withhold consent. The invalid or unenforceable, the parties hereto acknowledge request that the restrictions Governmental Entity making such determination interpret, alter, amend and modify the terms of this Section 7.3 to include as much of the scope, time period and geographic area specified therein as may be possible without rendering any provision of this Section 7.3, illegal, invalid or unenforceable, but no such modified term shall be broader or result in a greater limitation of the activities of Seller and its Affiliates than is provided in this noncompetition agreement are essential to Section 7.3 on the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hoteldate hereof.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’a) agree Pennzoil agrees that from and after Closing and for a period of two (2) five full years thereafterfrom the Closing Date, they neither it nor any of its Affiliates shall notengage, within the Trade Area (either directly or indirectly, as defined below) associate a principal or for its own account or solely or jointly with others, or as stockholders in any capacity as an ownercorporation or joint stock association, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant in any business that competes with the Business anywhere in the Western Hemisphere; PROVIDED that nothing herein shall prohibit (i) the acquisition by Pennzoil or otherwise, or have any of its Affiliates of a business (including any interest in any corporationan oil or natural gas field) which is predominantly engaged in a business other than the production or marketing of sulphur, partnership, joint venture or limited liability company, which engages (ii) Pennzoil's conduct of operations at its facilities in Antwerp so long as sales from such operations are not made in the new construction North American market, (iii) the sale of an upscale sulphur recovered by Pennzoil from the refining of oil and natural gas at facilities owned by it or upper-mid scale Hilton any Affiliate and (iv) the conduct of the Business at any time on or Marriott hotelafter the date that Pennzoil takes title to the Purchased Assets pursuant to the exercise of remedies under the Deed of Trust; PROVIDED that, in the case of Section 5.5(a)(i) or Section 5.5(a)(iii) if more than 20% of the sales of any business which Pennzoil or its Affiliates owns or proposes to acquire are attributable to sulphur sales, Pennzoil provides FRP with the opportunity to negotiate on a good faith basis and on reasonable commercial terms for FRP to act as designated Pennzoil's exclusive marketing agent for the sale of any sulphur produced by the Xxxxx Travel Researchoperations of such business. (b) If any provision contained in this Section shall for any reason be held invalid, following illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the Closingintention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. If Seller or Principals fail to keep and perform every covenant Pennzoil acknowledges that FRP would be irreparably harmed by any breach of this Section 20, Buyer and that there would be no adequate remedy at law or in damages to compensate FRP for any such breach. Pennzoil agrees that FRP shall be entitled to specifically enforce the same injunctive relief requiring specific performance by injunction in equity in addition to any other remedies which Buyer may have. If any portion Pennzoil of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this AgreementSection, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense Pennzoil consents to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelentry thereof.

Noncompetition. In order From and after the Closing, in consideration of the mutual covenants provided for herein but subject to further induce Buyer the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to enter into this Agreement and consummate any Restricted Person, the transactions contemplated hereunderdate that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter, they shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the Trade Area (as defined below) associate in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer United States; provided that no Restricted Person shall be entitled deemed to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as taking an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 208X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, Seller must seek consent from (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in writing, and Buyer will not unreasonably withhold consenta business that competes with the Business. The parties hereto acknowledge agree that the restrictions covenant set forth in this noncompetition agreement are essential Section 8X is reasonable with respect to its duration, geographical area and scope. If the Buyer’s successful operation final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the Hotel term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and Buyer would not have entered into enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement except for shall be enforceable as so modified after the inducement expiration of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in time within which the Property and the Hoteljudgment may be appealed.

Noncompetition. In order to further induce Buyer to enter into this Agreement 1.1 Seller covenants and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree agrees that from and after Closing and for a period of two five (25) years thereafterfrom the date hereof, they shall notSeller will not engage in or carry on, within directly or indirectly, any business in competition with the Trade Area business of Buyer relating to the Assets that are the subject of the Purchase Agreement but only for as long as such like business is carried on by (as defined belowi) associate Buyer or any subsidiary or affiliate of Buyer or (ii) any person or entity deriving title from Buyer of the Assets, in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court county in which Buyer seeks or any of its subsidiaries or affiliates conduct business, or in any other county or state of the United States, or in any country or political subdivision of the world. 1.2 The term of the covenants contained in Section 1.1 hereof shall be tolled for the period commencing on the date any successful action is filed for injunctive relief or damages arising out of a breach by Seller of Section 1.1 hereof and ending upon final adjudication (including appeals) of such action. 1.3 If, in any judicial proceeding, the court shall refuse to have enforce all of the provisions covenants contained in Section 1.1 hereof because the time limit is excessive, it is expressly understood and agreed between the parties hereto that for purposes of this such proceeding such time limitation shall be deemed reduced to the extent necessary to permit enforcement of such covenants. If, in any judicial proceeding, the court shall refuse to enforce all of the covenants contained in Section 20 specifically enforced determines 1.1 hereof because it is more extensive than necessary to protect the business and goodwill of Buyer, it is expressly understood and agreed between the parties hereto that for purposes of such proceeding the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part , scope of Seller and Principals under this Section 20 business or other aspect shall be construed as an agreement independent deemed reduced to the extent necessary to permit enforcement of such covenants. 1.4 Seller covenants and represents that Seller has no interest in, or claim to, any other provision of this the procedures, written technical data, computer software and related documentation, patents, copyrights, formulas, methods, practices, statistics, trade secrets, trademarks, trade names, or service marks relating to the Assets that are the subject of the Purchase Agreement, and all knowledge or information of a confidential nature acquired at or before the existence of any claim or cause of action date hereof with respect to said Assets will be held in confidence by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement be disclosed or made public or, except for the inducement benefit of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotel, made use of, by or through Seller, directly or indirectly.

Noncompetition. In order (a) As an inducement to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunderAgreement, Seller and Principals (“Principals’) agree agrees that from and after Closing and for a period of two five (25) years thereafter, they after the Closing Date the Seller shall not, within directly or indirectly, including through its Representatives, own an interest in, manage, operate, join, control or participate in the Trade Area (as defined below) associate ownership, management, operation or control or become a creditor, security holder, licensor or licensee of or participate in the ownership, management, operation or control of profit or non-profit business or organization other than Buyer which anywhere in the United States, including its territories, or in any capacity as an ownerother jurisdiction throughout the world in which Seller holds, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following immediately prior to the Closing, United States, foreign and international patents and patent applications (including any divisionals, continuation, continuations in part) related to the Business (the “Territory”) that conducts research, develops, formulates, tests, produces, licenses, commercializes, manufactures or distributes a product incorporating Iferanserin or any other product which has the function of affecting the 5 hydroxy-tryptamine receptor known as 5HT2a. If This Section 6.3(a) is reasonable and necessary to protect and preserve Buyer’s legitimate business interests and the value of the Business and the Purchased Assets, and to prevent any unfair advantage conferred on Seller or Principals fail to keep and perform every covenant its successors. To the extent it may effectively do so under applicable Law, Seller hereby waives on its own behalf and on behalf of its successors, any provision of Law which renders any provision of this Section 206.3(a) invalid, void or unenforceable in any respect. (b) If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. The Parties acknowledge, however, that Section 6.3(a) has been negotiated by the Parties and that the geographical and time limitations on activities are reasonable in light of the circumstances pertaining to the Parties. (c) In the event of any breach or threatened breach by Seller, including any breach or threatened breach by Seller through any of its Representatives, of any provision of Section 6.3(a), Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any seek injunctive or other remedies which Buyer may have. If any portion of this Section 20 shall be invalid equitable relief restraining Seller from competing or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be soliciting in violation of this Section. Such relief, if obtained, shall be in addition to and not in lieu of any other remedies that may be available, including an action for the recovery of Damages. (d) Seller shall be responsible for each of its Representative’s compliance with this Section 20, Seller must seek consent from Buyer in writing6.3, and any breach of Section 6.3(a) by Seller’s Representatives shall be deemed a breach hereof by Seller. (e) In the event that Seller, directly or indirectly, including through its Representatives, violates any provision of this Section 6.3, the running of the time period set forth in Section 6.3(a) shall be automatically suspended upon the date of such violation and shall resume on the date such violation ceases and all appeals, if any, are resolved; provided, however, such time period shall not extend beyond the date Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential or any Person deriving title to the Buyer’s successful operation assets and goodwill of Seller sold pursuant to this Agreement ceases to carry on a like business to the Business within the Territory (f) Upon the termination of this Agreement pursuant to Section 10.1 hereof, this Section 6.3 shall be null and void. (g) No portion of the Hotel and Buyer would not have entered into this Agreement except for Purchase Price shall be allocated to the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests noncompetition provision set forth in the Property and the HotelSection 6.3(a).

Noncompetition. In order (i) The Shareholder hereby acknowledges that (A) the Company and the Company Subsidiaries conduct the Company Business throughout the Territory, (B) the Shareholder conducts the Forwarding Business through certain of its Subsidiaries other than the Company and the Company Subsidiaries, including Con-Way Air Express, Inc. and Menlo Logistics, Inc. and (C) to further induce Buyer to enter into this Agreement protect adequately the interest of the Purchaser in the Company, the Company Subsidiaries and consummate the transactions contemplated hereunderCompany Business, Seller it is essential that any noncompete covenant with respect thereto cover all of the Identified Business and Principals the entire Territory. (“Principals’ii) agree that from The Shareholder and after Closing its Subsidiaries (other than the Company and for a period of two (2the Company Subsidiaries) years thereafter, they shall not, within during the Trade Area (as defined below) associate Noncompete Period, in any capacity manner, engage in any of the Identified Business in the Territory, except to the extent that the Shareholder's and its Subsidiaries' (other than the Company and the Company Subsidiaries) gross revenues generated through engaging in the Identified Business do not exceed $175 million, in the aggregate, in any calendar year; provided, however, nothing in this Section 7.10(b) shall restrict or prohibit the Shareholder or any of its Subsidiaries or Affiliates in the conduct of the Customs Brokerage business in so far as an ownerit relates to ground transport; provided further, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant that nothing in this Section 7.10(b) shall restrict or otherwiseprohibit the actions or conduct of, or have otherwise apply to, any interest Third Person that consummates an Acquisition Transaction with respect to the Shareholder or any of its Subsidiaries, including without limitation Worldwide as long as the Third Person does not engage in any corporation, partnership, joint venture of the Identified Business under the name of Worldwide or limited liability company, which engages any of its Subsidiaries except as otherwise permitted herein; provided further that in the new construction event a Third Person consummates an Acquisition Transaction involving either of an upscale the Sellers, then such Third Person (or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant any Affiliate of this Section 20, Buyer such Third Person) shall be entitled permitted to specifically enforce use the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion name of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer Worldwide or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall of its Subsidiaries for a transition period not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelexceed twelve (12) months.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’a) Sellers agree that from and after Closing and for a period of two full years from the Closing Date, no Seller and no Affiliate thereof shall: (2i) years thereafterengage, they shall noteither directly or indirectly, within the Trade Area (as defined below) associate a principal or for its own account, solely or jointly with others, or through any form of ownership in any capacity as an owneranother Person, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporationbusiness that is competitive with the Business as now conducted; or (ii) employ or solicit, partnershipor receive or accept the performance of services by, joint venture any Transferred Employee or limited liability companyany other employee of Buyer, other than pursuant to any support and maintenance agreements that may be entered into by Buyer and one or more Sellers or their Affiliates. (b) If any provision contained in this Section shall for any reason by held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which engages is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the new construction extent such provision would be valid or enforceable under applicable law, a court of an upscale competent jurisdiction shall construe and interpret or upper-mid scale Hilton or Marriott hotelreform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as designated shall be valid and enforceable under such applicable law. Sellers acknowledges that Buyer would be irreparably harmed by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant any breach of this Section 20, and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Sellers agree that Buyer shall be entitled to specifically enforce the same injunctive relief requiring specific performance by injunction in equity in addition to any other remedies which Buyer may have. If any portion Sellers of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this AgreementSection, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense Sellers consent to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelentry thereof.

Noncompetition. In order (a) For a period of ten (10) years following the Closing Date (the “Non-Competition Period”), Seller shall not, without the prior written consent of Purchaser, directly or through intermediaries, develop, sell, market, distribute or manufacture for sale, anywhere in the Territory, any Quazepam-containing pharmaceutical product, or actively and knowingly assist any third party to further induce Buyer do any of the foregoing (collectively, “Seller Restricted Activities”); provided, however, that nothing herein shall prevent Seller or its Affiliates from selling Doral to Purchaser pursuant to the Supply Agreement. For purposes of this Section 8.8(a), any act or activity undertaken by any Affiliate of Seller which, if undertaken by Seller, would breach this Section 8.8(a), shall constitute a breach of this Section 8.8(a). (b) Nothing contained in this Section 8.8 shall be construed as prohibiting Seller or any of its Affiliates from: (i) acquiring (whether by merger, asset or stock acquisition or otherwise) any company, business or line of products (including by license thereof or through investment therein); (ii) entering into any joint venture, alliance or other similar collaborative arrangement between Seller or an Affiliate thereof and any third party or (iii) acquiring or owning through a mutual fund, employee benefit plan, trust account, or similar investment pool or vehicle, any class of securities of any Person regardless of whether such entity engages in Seller Restricted Activities. However, if Seller or an Affiliate makes such an acquisition or enters into such a joint venture, alliance or other similar collaborative arrangement, Seller or such Affiliate shall divest that portion, if any, of the business acquired or which such third party brings to such arrangement and which would otherwise violate this Section 8.8 (the “Competing Acquired Business”), within one (1) year of such acquisition, or entering into such arrangement. At any time Purchaser shall be entitled to request that Seller inform Purchaser of the status of the efforts to divest the Competing Acquired Business. Upon such request, Seller shall promptly provide Purchaser with a written notification setting forth in reasonable detail the efforts undertaken with respect to such divestiture. (c) For the avoidance of doubt, upon the consummation of any transaction that results in a change of control of Seller, the restrictions set forth in this Section 8.8 shall apply only to Seller and its controlled Affiliates but not to any other Affiliate of Seller, including a Person obtaining control of Seller in such change of control transaction (such Person and such non-controlled Affiliates of Seller, collectively the “Seller Acquiring Entity”); provided, however, that to the extent the Seller Acquiring Entity is engaged in Seller Restricted Activities, the Seller Acquiring Entity shall not be allowed any access to any competitively sensitive proprietary and confidential information that pertains to the Purchased Assets. (d) Seller acknowledges and agrees that (i) the covenants contained in this Section 8.8 are incident to the purchase and sale of the Purchased Assets and are an important part of the consideration to be received by Purchaser in exchange for the consideration paid by Purchaser pursuant hereto; and (ii) that the Purchaser is relying on the covenants contained in this Section 8.8 in its decision to enter into this Agreement and consummate purchase the transactions contemplated hereunder, Seller and Principals Purchased Assets. (“Principals’e) agree that from and after Closing and for a period Each of two (2) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 8.8 shall be construed as an agreement independent of any other provision of contained in this Section 8.8 or elsewhere in this Agreement, and the restrictions herein with respect to each of the States in the United States shall be an agreement independent of the restrictions with respect to the other States or other countries, and each provision (and the restrictions with respect to each such state or country) shall be enforceable in both law and equity, including by temporary or permanent restraining orders or injunctions, notwithstanding the existence of any claim or cause of action by Seller may have or Principals claim against Buyer or any corporation affiliated with BuyerPurchaser, whether predicated on this Agreement or otherwise, shall not constitute a defense to . In the enforcement by Buyer of said covenants. For purposes event any provision of this Section 208.8 or the restrictions with respect the conduct that constitutes competition, “Trade Area” shall mean an area located within a 3-mile radius to any one or more States or countries, or the time period of the Property. Notwithstanding restrictions, are held to be invalid or overbroad, then such provisions, States or countries shall be modified, reduced, or deleted if deemed appropriate, by the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation applicable court such that the remainder of this Section 208.8, Seller must seek consent from Buyer restricted conduct, the States and countries included in writingthe restricted territory, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions time period, as thus modified shall remain in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel full force and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hoteleffect.

Noncompetition. In order Subject to further induce Buyer the Closing, and as an inducement to enter into Licensee to execute this Agreement and consummate complete the transactions contemplated hereunderhereby, Seller in order to preserve the goodwill associated with the Trade Rights of Licensor being licensed pursuant to this Agreement, Licensor hereby covenants and Principals (“Principals’) agree agrees that from and after Closing and for a period of two (2) years thereafterfrom the Closing Date, they shall it will not, within directly or indirectly, organize, sponsor, provide investment advisory service to or otherwise assist any Mutual Fund which has or proposes to have investment policies or uses or proposes to use investment strategies substantially similar to those of the O'Shaughnessy Funds; provided, however, that the foregoing provisionx xxxxx xxx xe construed to preclude Licensor from continuing to render services and investment advice in accordance with Licensor's past practices in connection with unit investment trusts sponsored by affiliates of Merrill Lynch Pierce Fenner & Smith, Inc. and Nike Securities, respexxxxxxx. Xxx xxxxxxx xxxxxxledxx xxat Licensor is the investment sub-advisor to three investment companies formed in 1997 by Royal Bank of Canada which employ computer-based stock-selection techniques similar to the Trade Area (Rights and that, while Licensor does not believe that the sponsor of such funds has any intention to offer them in the United States, Licensor does not exercise any control over the territory in which such investment companies may be offered. Except as defined below) associate otherwise expressly set forth in this Agreement, nothing contained herein shall be construed to preclude Licensor from soliciting the holder of any Segregated Account as a client of Licensor's Internet-based business or in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in other lawful manner. In the new construction event a court of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have competent jurisdiction determines that the provisions of this Section 20 specifically enforced determines covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this covenant not to compete shall be construed so that the activitiesremaining provisions shall not be affected, time or geographic area hereinabove specified are too broadbut shall remain in full force and effect, and any such court may determine a reasonable activityoverbroad provisions shall be deemed, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants without further action on the part of Seller and Principals under this Section 20 shall any person, to be construed as an agreement independent of any other provision of this Agreementmodified, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyeramended and/or limited, whether predicated on this Agreement or otherwise, shall not constitute a defense but only to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of extent necessary to render the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be same valid and enforceable in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelsuch jurisdiction.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate During the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing period of employment of Executive by the Corporation and for a period of two five (25) years thereafter, they shall the Executive will not, within the Trade Area (as defined below) associate in any capacity geographic area in which the Corporation is offering its services and products, without the prior written consent of the Corporation: (a) directly or indirectly engage in, (b) assist or have an active interest in (whether as an ownerproprietor, partner, investor, shareholder, officer, directordirector or any type of principal whatsoever), partner, shareholder, member, lessee, lessor, agent, consultant or otherwiseor (c) enter the employ of, or have act as agent for, or advisor or consultant to, any interest in any corporationperson, firm, partnership, joint venture association, corporation or limited liability companybusiness organization, entity or enterprise which engages is or is about to become directly or indirectly engaged in, any business which is competitive with any business of the Corporation or any subsidiary or affiliate thereof in which Executive is or was engaged; provided, however, that the new construction foregoing provisions of an upscale this paragraph 8 are not intended to prohibit and shall not prohibit Executive from purchasing, for investment, not in excess of 1% of any class of stock or upper-mid scale Hilton or Marriott hotel, as designated other corporate security of any company which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. Executive acknowledges that the breach by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant Executive of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines 8 would cause irreparable injury to the Corporation, acknowledges and agrees that remedies at law for any such breach will be inadequate and consents and agrees that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 Corporation shall be construed as an agreement independent entitled, without the necessity of proof of actual damage, to injunctive relief in any other provision of this Agreement, and proceedings which maybe brought to enforce the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes provisions of this Section 20, “Trade Area” shall mean 8. Executive acknowledges and warrants that the Executive will be fully able to earn an area located within a 3-mile radius of adequate livelihood for the Property. Notwithstanding Executive and the foregoing, Executive’s dependents if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, 8 should be specifically enforced against the Executive and Buyer that such enforcement will not unreasonably withhold consentimpair the Executive’s ability to obtain employment commensurate with the Executive’s abilities and fully acceptable to the Executive. The parties hereto acknowledge that If the restrictions scope of any restriction contained in this noncompetition agreement are essential Section 8 is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the Buyer’s successful operation of the Hotel maximum extent permitted by law and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property Executive and the HotelCorporation hereby consent and agree that such scope may be judicially modified in any proceeding brought to enforce such restriction.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate (a) Each Seller, agrees that, in consideration of the transactions contemplated purchase by Clariti hereunder, such Seller and Principals shall not anywhere in the United States, on or prior to the date which is two (“Principals’2) agree years after the Closing Date, directly or indirectly, (i) run, own, manage, operate, control, be employed by, provide consulting services to, be an officer or director of, participate in, lend his, her or its name to, invest in or be connected in any manner with the management, ownership, operation or control of any business, venture or activity which competes with the business being conducted at the Closing Date by the Company, or (ii) solicit any customer, supplier or distributor of the Company for the purpose of entering into a business relationship with such Person or attempt to persuade any such Person to discontinue its relationship with the Company. (b) Each of the Sellers further agrees that from and after Closing and for a period of two (2) years thereafterafter the Closing Date such Seller will not directly or indirectly without the prior written consent of Clariti, they shall notrecruit, within the Trade Area (offer employment, employ, engage as defined below) associate a consultant, lure or entice away or in any capacity as other manner persuade or attempt to persuade any person who is an owneremployee of the Company or any Affiliate thereof, officerto leave the employ of Clariti unless such person has been terminated by Company. (c) Sellers acknowledge and agree that the limitations set forth above are reasonable in time and geographic scope, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have and if any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be provision hereof is held invalid or unenforceable, the remainder shall nevertheless remain in full force and effect. In particular, Sellers agree that if any court of competent jurisdiction shall determine that the duration or geographical limit of the foregoing non-competition covenant is invalid or unenforceable, it is the intention of the Parties that it shall not be terminated thereby but shall be deemed to have been amended to the extent required to render it valid and enforceable, such invalidity amendment to apply only with respect to the jurisdiction of the court making such adjudication. Sellers further agree not to disclose to any Person any Confidential Information or unenforceability shall trade secrets of Company unless already in the public domain through no act or omission of Sellers. Sellers further acknowledge and agree that any violation of any of the covenants in this Section would cause substantial and irreparable injury to Clariti, whereupon Sellers, and their respective shareholders, directors, officers and employees jointly and severally may be enjoined from any breach or threatened breach thereof in addition to, but not in limitation of any of the rights or remedies to which Clariti is or may be entitled hereunder, at law or in equity. (d) Notwithstanding anything herein to the contrary, in no way event shall the shareholders of Sellers be deemed or construed to affect in any way the enforceability of any other portion of bound by this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotel7.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, (a) Seller and Principals (“Principals’) agree agrees that from and after Closing and for a period of two three full years from the Closing Date and each Covenantor agrees that for a period equal to the later of (2x) three years thereafterfrom the Closing Date and (y) if such Covenantor shall be employed by Parent, they shall notBuyer or their Affiliates, within the Trade Area termination of the Restricted Period, neither it nor any of its Affiliates shall, except as an employee of or consultant to Parent, Buyer or their Affiliates: (i) engage, either directly or indirectly, as defined below) associate a principal or for its own account, or solely or jointly with others, or as a stockholder in any capacity corporation or joint stock association, in any business that competes with the Business as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant it exists on the Closing Date; or (ii) employ or otherwisesolicit, or have receive or accept the performance of services by, any interest Transferred Employee; or (iii) advise any customer or supplier of the Business with respect to its business relationship with Seller, Parent, Buyer or their Affiliates. Further, none of the foregoing provisions shall prohibit any Covenantor or any affiliate of any Covenantor from making and retaining investments of not more than five percent (5%) of the equity securities of any entity engaged in a competitive activity, if such entity is listed on a national securities exchange or regularly traded in an over-the-counter market. (b) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any corporationrespect, partnershipsuch invalidity, joint venture illegality or limited liability companyunenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which engages is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the new construction extent such provision would be valid or enforceable under applicable law, a court of an upscale competent jurisdiction shall construe and interpret or upper-mid scale Hilton or Marriott hotelreform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as designated shall be valid and enforceable under such applicable law. Seller and each Covenantor acknowledges that Buyer would be irreparably harmed by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant any breach of this Section 20, and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Seller and each Covenantor agrees that Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action injunctive relief requiring specific performance by Seller or Principals against Buyer or any corporation affiliated with Buyersuch Covenantor of this Section, whether predicated on this Agreement or otherwise, shall not constitute a defense and Seller and such Covenantor consents to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelentry thereof.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller Seller, Chartwell and the Principals (“Principals’) agree that from and after Closing and for a period of two three (23) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whatsoever in any business, whether as an a promoter, owner, officer, director, employee, partner, shareholder, member, lessee, lessor, lender, agent, consultant consultant, broker, commission salesman or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages engage in the new construction operation of an upscale a motel or upper-mid scale Hilton hotel or Marriott hotelany related business of a type competitive, directly or indirectly, with the business of Seller as designated conducted by the Xxxxx Travel Research, Buyer following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consentHotel. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotel. Seller shall cause Chartwell and the Principals to execute a letter agreeing to the provisions of this Section 20 to be delivered to Buyer within 10 days of the Effective Date.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate (a) Each of the transactions contemplated hereunder, Seller and Principals (“Principals’) agree Sellers agrees that from and after Closing and for a period between the date of such Seller’s Employment Agreement and two (2) full years thereafterafter the termination of such Seller’s Employment Agreement, they he/she shall notnot engage, within either directly or indirectly, as an officer, director or employee with the Trade Area (same or substantially similar duties as defined below) associate such Seller performed as an employee under his/her Employment Agreement in any capacity as an ownersole proprietorship, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages joint stock association or similar entity, in the new construction business of an upscale providing technology related service, consultancy or upper-mid scale Hilton or Marriott hotel, as designated advisory services of the kind supplied by the Xxxxx Travel ResearchCompany (the “Business”) in any of the states of Washington, following Oregon, California, New York, New Jersey, Illinois Florida or Texas. (b) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the Closingintention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions and shall be valid and enforceable under such applicable law. If Each Seller or Principals fail to keep and perform every covenant acknowledges that the Purchaser would be irreparably harmed by any breach of this Section 20, Buyer and that there would be no adequate remedy at law or in damages to compensate the Purchaser for any such breach. Each Seller agrees that the Purchaser shall be entitled to specifically enforce injunctive relief requiring specific performance by the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion Sellers of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this AgreementSection, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense Sellers consents to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelentry thereof.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree agrees that from and after Closing and for a period of two five (25) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whatsoever in any business, whether as an a promoter, owner, officer, director, employee, partner, shareholder, member, lessee, lessor, lender, agent, consultant consultant, broker, commission salesman or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages engaged in the new construction operation of an upscale a motel or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail fails to keep and perform every covenant of this Section 2025, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 25 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 2025. If any court in which Buyer seeks to have the provisions of this Section 20 25 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 25 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 2025, “Trade Area” shall mean an area located within a 3-2 mile radius around the real estate boundaries of any of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consentHotels. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel Hotels and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the HotelHotels.

Noncompetition. In order (a) For a period of seven (7) years after the Closing Date (the "Non-Compete Term"), neither Seller nor any of Seller's Affiliates shall directly or indirectly engage or participate in, or provide Merchant acquiring consulting services to, any business which engages in the Merchant Acquiring Business in the Territory (as hereinafter defined). Seller and Seller's Affiliates also shall not, during the Non-Compete Term, market or sell any product that requires or involves an integrated merchant acquiring Credit Card or Debit Card transaction processing function (an "Integrated Product"), unless Seller offers to further induce Buyer Purchaser the opportunity to perform the merchant acquiring Credit Card or Debit Card transaction processing services by providing a written notice to Purchaser containing a description of the Integrated Product, after which (i) Purchaser shall have forty five (45) days, or such shorter period (which shall not be unreasonably short) as required under the circumstances and designated by Seller, from the receipt of notice from Seller to accept Seller's offer to perform the merchant acquiring Credit Card or Debit Card transaction processing services in connection with the Integrated Product and (ii) Purchaser shall provide such merchant acquiring Credit Card or Debit Card transaction processing services at rates at least as low as Purchaser provides such services to similar size customers requiring similar services at similar volumes. If Purchaser fails to accept Seller's offer within the designated time period, whether because Purchaser cannot provide competitive pricing, any required functionality or otherwise, Seller shall be entitled to enter into an agreement with another processor to develop, market and sell the Integrated Product notwithstanding any provision of this Agreement and consummate the transactions contemplated hereunderArticle XI. If Purchaser accepts Seller's offer, Seller agrees to market the Integrated Product with Purchaser performing the merchant acquiring Credit Card or Debit Card functions; provided, however, if a potential customer for the Integrated Product is a Person that is not a customer of Purchaser and Principals (“Principals’) agree that from has previously engaged another Person to provide transaction processing, Seller may offer such non-customer an Integrated Product with a third-party transaction processor; provided, further, Seller shall not actively market such Integrated Product with a third-party transaction processor to other parties besides such non-customer in competition with Integrated Products with Purchaser performing the merchant acquiring Credit Card or Debit Card functions. Furthermore, Seller shall be entitled to develop, market and after Closing and for a period of two (2) years thereafter, they shall not, within the Trade Area sell Stand-Alone Products (as defined below) associate to merchant transaction processors besides Purchaser, regardless of whether such processors integrate the Stand-Alone Products with such processor's acquiring products and services and then market and sell such integrated products to merchants, provided such integrated products are not marketed or sold by Seller or under Seller's name, marks or brand name. Nothing in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwisethis Article XI is intended, or should be construed, to prevent or restrict Seller's ability to develop, market and sell any other product (the "Stand-Alone Products") that does not involve or require a merchant acquiring Credit Card or Debit Card transaction processing function. For example (and for purposes of illustration only), Seller shall not be prevented from developing, marketing and selling the following products: smart card issuance and processing, electronic commerce or "E-commerce," non-credit card processing, digital certificate authorization, on- line debit point of sale technology, pre-paid debit cards and closed-loop payment systems. (b) Seller and Purchaser hereby acknowledge and agree that Purchaser and its Affiliates conduct business and have customers from across the United States and Canada and that the Goodwill is not restricted to the specific states or territories in which Purchaser or its Affiliates have offices. As such, Seller and Purchaser hereby acknowledge and agree that in order to give full effect to the purposes of this Article XI, the geographic scope of this Agreement shall include all of the United States and Canada (the "Territory"). (c) If Seller or any Affiliate of Seller acquires control of any business which has a Merchant Acquiring Business portfolio (the "Target Merchant Acquiring Business Portfolio") representing $10 billion or less in MasterCard and Visa processing volume during the twelve (12) month period prior to the date of the acquisition (the "Acquisition Date"), Seller shall notify Purchaser of the acquisition of the Target Merchant Acquiring Business Portfolio within thirty (30) days after the Acquisition Date (the "Acquisition Notice"). Purchaser shall have a right of first refusal to acquire Seller's interest in any corporationthe Target Merchant Acquiring Business Portfolio from Seller ("Right of First Refusal") at a price determined as set forth herein to the extent that Seller is not (i) prohibited by law or (ii) prohibited by the terms of a contract in existence prior to the acquisition of the Target Merchant Acquiring Business Portfolio, partnershipbetween the owner of the Target Acquiring Business Portfolio and a third-party not an Affiliate of Seller, joint venture in each case, from selling its interest in the Target Merchant Acquiring Business Portfolio to Purchaser. To determine the purchase price of the Target ("Target Purchase Price"), Seller and Purchaser shall first attempt to negotiate the Target Purchase Price. If, after at least two face-to-face meetings within thirty (30) days, Seller and Purchaser are unable to agree on the Target Purchase Price, each shall choose an independent financial firm with a nationally recognized expertise in evaluating businesses in the transaction payment processing industry (the "Valuation Expert") within forty-five (45) days of the receipt by Purchaser of the Acquisition Notice. Each Valuation Expert shall enter into an agreement with either the Purchaser or limited liability companythe Seller, as applicable, which engages shall provide, in part, that the fees and expenses of such Valuation Expert shall be borne by the party retaining the Valuation Expert and that each Valuation Expert shall make a determination of the valuation of the Target (the "Valuation") no later than thirty (30) days after the date each Valuation Expert is hired (the "Valuation Date"). If the lower Valuation is 90% or greater of the higher Valuation, then the average of the two Valuations shall be the Target Purchase Price. Purchaser may then exercise the Right of First Refusal by delivery of written notice within ten (10) days of the receipt of written notice of such determination of the Target Purchase Price. If the lower Valuation is less than 90% of the higher Valuation, Seller and Purchaser shall jointly choose a third Valuation Expert, within ten (10) days after the Valuation Date, who shall make a determination as to Valuation. The third Valuation Expert shall enter into an agreement with the Purchaser and the Seller which shall provide, in part, that the fees and expenses of which shall be shared equally by Seller and Purchaser and that such Valuation Expert shall determine the Valuation of the Target no later than thirty (30) days after the date such Valuation Expert is hired (the "Second Valuation Date"). Within five (5) days of the Second Valuation Date, the three (3) Valuations shall be compared and the average of the two (2) Valuations that are the closest dollar amount to each other shall be the Target Purchase Price. Purchaser may then exercise the Right of First Refusal at the Target Purchase Price by delivery of written notice to Seller within ten (10) days of the receipt of written notice of the determination of such Target Purchase Price. The acquisition of Seller's interest in the new construction Target Merchant Acquiring Business Portfolio by Purchaser shall be subject to customary due diligence, shall be pursuant to definitive documentation in form and substance reasonably satisfactory to Seller and Purchaser and shall be consummated within 180 days of an upscale the Acquisition Date unless a later date is agreed to by Seller and Purchaser. If Purchaser does not exercise its Right of First Refusal within the applicable time period, Seller shall dispose of its interest in the Target Merchant Acquiring Business Portfolio within 180 days of the Acquisition Date (or upper-mid scale Hilton or Marriott hotel, such later date as designated agreed to by the Xxxxx Travel Research, following the ClosingSeller and Purchaser). If Seller is prohibited from selling its interest in the Target Merchant Acquiring Business Portfolio as described above, Seller shall either (i) sell to another Person or Principals fail otherwise dispose of its interest in the Target Merchant Acquiring Business Portfolio, or (ii) if Seller is likewise prohibited from selling its interest to keep another Person or otherwise disposing of its interest, treat the transaction as if a Change of Control has occurred and perform every covenant the provisions of Section 11.1(e) shall apply. (d) If Seller or any Affiliate of Seller acquires control of a Target Merchant Acquiring Business Portfolio representing in excess of $10 billion in MasterCard and Visa processing volume during the twelve (12) month period prior to the Acquisition Date, Seller shall have the option, exercisable in its sole discretion within thirty (30) days of the Acquisition Date, to either (i) provide Purchaser with written notice of Seller's intent to divest itself of the Target Merchant Acquiring Business Portfolio, in which case the provisions of Section 11.1(c) shall apply to the disposition of the Target Merchant Acquiring Business Portfolio, or (ii) provide Purchaser with a Termination Notice regarding its obligations under this Article XI and the Marketing Agreement and pay the Termination Payment set forth in Section 2011.1(e). (e) Upon the occurrence of a Change of Control (as defined herein) or the Seller providing the Purchaser with the Termination Notice described in Section 11.1(d)(ii) above, Buyer shall be entitled Seller may, at its option, within thirty (30) days of the Change of Control Date, or thirty (30) days of the Acquisition Date (as the case may be), terminate its obligations under this Article XI and the Marketing Agreement, by delivery to specifically enforce Purchaser of written notice of its intent to terminate its obligations under this Article XI and the same Marketing Agreement, subject to the continued processing by injunction in equity in addition Purchaser under the Subprocessed Contracts (the "Termination Notice") and the termination payment set forth below (the "Termination Payment"); provided, that Seller may, at its option, deliver to Purchaser a Termination Notice and a Termination Payment after the sixtieth (60th) month after the Closing Date for any other remedies which Buyer may havereason, including but not limited to, a Change of Control. If any [Confidential treatment has been requested for this portion of this Section 20 shall be invalid or unenforceableexhibit and, accordingly, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way portion has been omitted from the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic areaexhibit. The covenants on entire document, including the part of Seller and Principals under this Section 20 shall be construed portions omitted from the exhibit, has been provided separately to the Commission.] The Termination Payment as an agreement independent of any other provision of this Agreementdetermined from the foregoing table, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwisein immediately available funds, shall not constitute a defense to accompany the enforcement by Buyer of said covenants. Termination Notice. (f) For purposes of this Section 2011.1, “Trade Area” "Change of Control" shall mean an area located within a 3-mile radius change in control of Seller of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not Seller is then subject to such reporting requirement; provided that, without limitation, a Change of Control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Property. Notwithstanding Exchange Act) is or becomes the foregoing"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), if an opportunity for new development exists which directly or indirectly, of securities of Seller would like to pursue, which would be representing in violation excess of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation 50% or more of the Hotel and Buyer would not have entered into this Agreement except combined voting power of Seller's then outstanding securities; or (ii) stockholders of Seller approve: (A) a plan of complete liquidation of Seller; (B) an agreement for the inducement sale or disposition of all or substantially all of the restrictions contained herein. The parties hereto further acknowledge assets of Seller; or (C) a merger, consolidation or reorganization of Seller with or involving any other corporation or Person, other than a merger, consolidation or reorganization that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests would result in the Property and voting securities of Seller outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the Hotelsurviving entity) at least 50% of the combined voting power of the voting securities of Seller (or such surviving entity) outstanding immediately after such merger, consolidation or reorganization.

Noncompetition. In order (a) The Parent and the Sellers -------------- agree that after the Closing the Buyer, the Companies and their Subsidiaries shall be entitled to further induce the goodwill and going concern value of the business of the Companies and their Subsidiaries and to protect and preserve the same to the maximum extent permitted by law. The Parent and the Sellers also acknowledge that their management contributions to the business of the Companies and their Subsidiaries have been uniquely valuable and involve proprietary information that would be competitively unfair to make available to any competitor of the Companies or their Subsidiaries. For these and other reasons and as an inducement to the Buyer to enter into this Agreement Agreement, the Parent and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree Sellers each agrees that from and after Closing and for a period of two three years after the Closing Date neither the Parent nor either Seller will, directly or indirectly, for its own benefit or as agent for another carry on or participate in the ownership, management or control of, or the financing of, or be employed by, or consult for or otherwise render services (2in the same lines of business in which the Companies or its Subsidiaries are in as of the Closing Date) years thereafterto, they or allow its name or reputation to be used in or by any other present or future business enterprise that competes with the Buyer or the Companies or their Subsidiaries in activities in which any of the Companies or their Subsidiaries is engaged as of the Closing Date; provided, however, that nothing herein shall not, within prohibit the Trade Area (as defined below) associate Parent and the -------- ------- Sellers and their Subsidiaries other than the Companies and their Subsidiaries from engaging in any capacity businesses in which they are involved in as of the Closing Date or from providing information technology services to the financial industry. (b) Nothing contained herein shall limit the right of the Parent or either Seller as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have investor to hold and make investments in securities of any interest in any corporation, partnership, joint venture corporation or limited liability companypartnership that is registered on a national securities exchange or admitted to trading privileges thereon or actively traded in a generally recognized over-the-counter market, which engages provided the equity interest of the Parent and the Sellers therein in the new construction aggregate does not exceed 5% of an upscale the outstanding shares or upper-mid scale Hilton interests in such corporation or Marriott hotel, as designated partnership. (c) If this Section 4.14 is more restrictive than permitted by the Xxxxx Travel ResearchLaws of the jurisdiction in which the Buyer seeks enforcement hereof, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer 4.14 shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense limited to the extent required to permit enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelunder such Laws.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’a) Sellers agree that from and after Closing and for a period of two eighteen (218) years thereaftermonths from the Closing Date, they shall notneither it nor any of its subsidiaries, within or the Trade Area subsidiaries of WilTel Communications Group, Inc. shall: (i) engage, either directly or indirectly, as defined below) associate a principal or for its own account or solely or jointly with others, or as stockholders in any capacity as an ownercorporation or joint stock association, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporationbusiness that directly competes with the Webcasting Business in the United States (the "Restricted Territory"); (ii) directly or indirectly, solicit or attempt to solicit business or patronage of any person, partnership, joint venture or limited liability companycorporation or other business entity within the Restricted Territory, which engages for the purpose of production and distribution of multi-media presentation materials using streaming media technology; provided however that providing network services to another person who competes with the Webcasting Business will not be considered a breach of this provision; or (iii) solicit for employment any Hired Employee. (b) If any provision contained in the new construction of an upscale this Section 4.12 shall for any reason be held invalid, illegal or upper-mid scale Hilton unenforceable in any respect, such invalidity, illegality or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant unenforceability shall not affect any other provisions of this Section 204.12, Buyer but this Section 4.12 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the Parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.12 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable Law. Sellers acknowledge that Purchaser would be irreparably harmed by any breach of this Section 4.12 and that there would be no adequate remedy at law or in damages to compensate Purchaser for any such breach. Sellers agree that Purchaser shall be entitled to specifically enforce the same injunctive relief requiring specific performance by injunction in equity in addition to any other remedies which Buyer may have. If any portion Sellers of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement4.12, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense Sellers consent to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelentry thereof.

Noncompetition. In order (a) For a period of seven (7) years after the Closing Date (the "Non-Compete Term"), neither Seller nor any of Seller's Affiliates shall directly or indirectly engage or participate in, or provide Merchant acquiring consulting services to, any business which engages in the Merchant Acquiring Business in the Territory (as hereinafter defined). Seller and Seller's Affiliates also shall not, during the Non-Compete Term, market or sell any product that requires or involves an integrated merchant acquiring Credit Card or Debit Card transaction processing function (an "Integrated Product"), unless Seller offers to further induce Buyer Purchaser the opportunity to perform the merchant acquiring Credit Card or Debit Card transaction processing services by providing a written notice to Purchaser containing a description of the Integrated Product, after which (i) Purchaser shall have forty five (45) days, or such shorter period (which shall not be unreasonably short) as required under the circumstances and designated by Seller, from the receipt of notice from Seller to accept Seller's offer to perform the merchant acquiring Credit Card or Debit Card transaction processing services in connection with the Integrated Product and (ii) Purchaser shall provide such merchant acquiring Credit Card or Debit Card transaction processing services at rates at least as low as Purchaser provides such services to similar size customers requiring similar services at similar volumes. If Purchaser fails to accept Seller's offer within the designated time period, whether because Purchaser cannot provide competitive pricing, any required functionality or otherwise, Seller shall be entitled to enter into an agreement with another processor to develop, market and sell the Integrated Product notwithstanding any provision of this Agreement and consummate the transactions contemplated hereunderArticle XI. If Purchaser accepts Seller's offer, Seller agrees to market the Integrated Product with Purchaser performing the merchant acquiring Credit Card or Debit Card functions; provided, however, if a potential customer for the Integrated Product is a Person that is not a customer of Purchaser and Principals (“Principals’) agree that from has previously engaged another Person to provide transaction processing, Seller may offer such non-customer an Integrated Product with a third-party transaction processor; provided, further, Seller shall not actively market such Integrated Product with a third-party transaction processor to other parties besides such non-customer in competition with Integrated Products with Purchaser performing the merchant acquiring Credit Card or Debit Card functions. Furthermore, Seller shall be entitled to develop, market and after Closing and for a period of two (2) years thereafter, they shall not, within the Trade Area sell Stand-Alone Products (as defined below) associate to merchant transaction processors besides Purchaser, regardless of whether such processors integrate the Stand-Alone Products with such processor's acquiring products and services and then market and sell such integrated products to merchants, provided such integrated products are not marketed or sold by Seller or under Seller's name, marks or brand name. Nothing in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwisethis Article XI is intended, or should be construed, to prevent or restrict Seller's ability to develop, market and sell any other product (the "Stand-Alone Products") that does not involve or require a merchant acquiring Credit Card or Debit Card transaction processing function. For example (and for purposes of illustration only), Seller shall not be prevented from developing, marketing and selling the following products: smart card issuance and processing, electronic commerce or "E-commerce," non-credit card processing, digital certificate authorization, on- line debit point of sale technology, pre-paid debit cards and closed-loop payment systems. (b) Seller and Purchaser hereby acknowledge and agree that Purchaser and its Affiliates conduct business and have customers from across the United States and Canada and that the Goodwill is not restricted to the specific states or territories in which Purchaser or its Affiliates have offices. As such, Seller and Purchaser hereby acknowledge and agree that in order to give full effect to the purposes of this Article XI, the geographic scope of this Agreement shall include all of the United States and Canada (the "Territory"). (c) If Seller or any Affiliate of Seller acquires control of any business which has a Merchant Acquiring Business portfolio (the "Target Merchant Acquiring Business Portfolio") representing $10 billion or less in MasterCard and Visa processing volume during the twelve (12) month period prior to the date of the acquisition (the "Acquisition Date"), Seller shall notify Purchaser of the acquisition of the Target Merchant Acquiring Business Portfolio within thirty (30) days after the Acquisition Date (the "Acquisition Notice"). Purchaser shall have a right of first refusal to acquire Seller's interest in any corporationthe Target Merchant Acquiring Business Portfolio from Seller ("Right of First Refusal") at a price determined as set forth herein to the extent that Seller is not (i) prohibited by law or (ii) prohibited by the terms of a contract in existence prior to the acquisition of the Target Merchant Acquiring Business Portfolio, partnershipbetween the owner of the Target Acquiring Business Portfolio and a third-party not an Affiliate of Seller, joint venture in each case, from selling its interest in the Target Merchant Acquiring Business Portfolio to Purchaser. To determine the purchase price of the Target ("Target Purchase Price"), Seller and Purchaser shall first attempt to negotiate the Target Purchase Price. If, after at least two face-to-face meetings within thirty (30) days, Seller and Purchaser are unable to agree on the Target Purchase Price, each shall choose an independent financial firm with a nationally recognized expertise in evaluating businesses in the transaction payment processing industry (the "Valuation Expert") within forty-five (45) days of the receipt by Purchaser of the Acquisition Notice. Each Valuation Expert shall enter into an agreement with either the Purchaser or limited liability companythe Seller, as applicable, which engages shall provide, in part, that the fees and expenses of such Valuation Expert shall be borne by the party retaining the Valuation Expert and that each Valuation Expert shall make a determination of the valuation of the Target (the "Valuation") no later than thirty (30) days after the date each Valuation Expert is hired (the "Valuation Date"). If the lower Valuation is 90% or greater of the higher Valuation, then the average of the two Valuations shall be the Target Purchase Price. Purchaser may then exercise the Right of First Refusal by delivery of written notice within ten (10) days of the receipt of written notice of such determination of the Target Purchase Price. If the lower Valuation is less than 90% of the higher Valuation, Seller and Purchaser shall jointly choose a third Valuation Expert, within ten (10) days after the Valuation Date, who shall make a determination as to Valuation. The third Valuation Expert shall enter into an agreement with the Purchaser and the Seller which shall provide, in part, that the fees and expenses of which shall be shared equally by Seller and Purchaser and that such Valuation Expert shall determine the Valuation of the Target no later than thirty (30) days after the date such Valuation Expert is hired (the "Second Valuation Date"). Within five (5) days of the Second Valuation Date, the three (3) Valuations shall be compared and the average of the two (2) Valuations that are the closest dollar amount to each other shall be the Target Purchase Price. Purchaser may then exercise the Right of First Refusal at the Target Purchase Price by delivery of written notice to Seller within ten (10) days of the receipt of written notice of the determination of such Target Purchase Price. The acquisition of Seller's interest in the new construction Target Merchant Acquiring Business Portfolio by Purchaser shall be subject to customary due diligence, shall be pursuant to definitive documentation in form and substance reasonably satisfactory to Seller and Purchaser and shall be consummated within 180 days of an upscale the Acquisition Date unless a later date is agreed to by Seller and Purchaser. If Purchaser does not exercise its Right of First Refusal within the applicable time period, Seller shall dispose of its interest in the Target Merchant Acquiring Business Portfolio within 180 days of the Acquisition Date (or upper-mid scale Hilton or Marriott hotel, such later date as designated agreed to by the Xxxxx Travel Research, following the ClosingSeller and Purchaser). If Seller is prohibited from selling its interest in the Target Merchant Acquiring Business Portfolio as described above, Seller shall either (i) sell to another Person or Principals fail otherwise dispose of its interest in the Target Merchant Acquiring Business Portfolio, or (ii) if Seller is likewise prohibited from selling its interest to keep another Person or otherwise disposing of its interest, treat the transaction as if a Change of Control has occurred and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of Section 11.1(e) shall apply. (d) If Seller or any Affiliate of Seller acquires control of a Target Merchant Acquiring Business Portfolio representing in excess of $10 billion in MasterCard and Visa processing volume during the twelve (12) month period prior to the Acquisition Date, Seller shall have the option, exercisable in its sole discretion within thirty (30) days of the Acquisition Date, to either (i) provide Purchaser with written notice of Seller's intent to divest itself of the Target Merchant Acquiring Business Portfolio, in which case the provisions of Section 11.1(c) shall apply to the disposition of the Target Merchant Acquiring Business Portfolio, or (ii) provide Purchaser with a Termination Notice regarding its obligations under this Article XI and the Marketing Agreement and pay the Termination Payment set forth in Section 20 specifically enforced determines 11.1(e). (e) Upon the occurrence of a Change of Control (as defined herein) or the Seller providing the Purchaser with the Termination Notice described in Section 11.1(d)(ii) above, Seller may, at its option, within thirty (30) days of the Change of Control Date, or thirty (30) days of the Acquisition Date (as the case may be), terminate its obligations under this Article XI and the Marketing Agreement, by delivery to Purchaser of written notice of its intent to terminate its obligations under this Article XI and the Marketing Agreement, subject to the continued processing by Purchaser under the Subprocessed Contracts (the "Termination Notice") and the termination payment set forth below (the "Termination Payment"); provided, that Seller may, at its option, deliver to Purchaser a Termination Notice and a Termination Payment after the activitiessixtieth (60th) month after the Closing Date for any reason, time or geographic area hereinabove specified are too broadincluding but not limited to, a Change of Control. [Confidential treatment has been requested for portions of this exhibit below, and, accordingly, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic areaportions have been omitted from the exhibit. The covenants on entire document, including the part portions omitted from the exhibit, has been provided separately to the Commission.] If the Acquisition Date is between Termination Payment ---------------------------------- ------------------- Closing Date - month after Closing Date $ -- ---------- month after Closing Date - month after Closing Date $ -- -- ---------- month after Closing Date - month after Closing Date $ -- -- ---------- month after Closing Date - month after Closing Date $ -- -- ---------- month after Closing Date - month after Closing Date $ -- -- ---------- month after Closing Date - month after Closing Date $ -- -- ---------- month after Closing Date - month after Closing Date $ -- -- ---------- By way of illustration only, if the Closing Date is December 1, 1998, Seller and Principals would have the right to buyout of its obligations under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, Agreement and the existence Marketing Agreement on _________ (i.e., the beginning of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyerthe _______ month after the Closing Date) for $_____________. The Termination Payment as determined from the foregoing table, whether predicated on this Agreement or otherwisein immediately available funds, shall not constitute a defense to accompany the enforcement by Buyer of said covenants. Termination Notice. (f) For purposes of this Section 2011.1, “Trade Area” "Change of Control" shall mean an area located within a 3-mile radius change in control of Seller of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not Seller is then subject to such reporting requirement; provided that, without limitation, a Change of Control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Property. Notwithstanding Exchange Act) is or becomes the foregoing"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), if an opportunity for new development exists which directly or indirectly, of securities of Seller would like to pursue, which would be representing in violation excess of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation 50% or more of the Hotel and Buyer would not have entered into this Agreement except combined voting power of Seller's then outstanding securities; or (ii) stockholders of Seller approve: (A) a plan of complete liquidation of Seller; (B) an agreement for the inducement sale or disposition of all or substantially all of the restrictions contained herein. The parties hereto further acknowledge assets of Seller; or (C) a merger, consolidation or reorganization of Seller with or involving any other corporation or Person, other than a merger, consolidation or reorganization that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests would result in the Property and voting securities of Seller outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the Hotelsurviving entity) at least 50% of the combined voting power of the voting securities of Seller (or such surviving entity) outstanding immediately after such merger, consolidation or reorganization.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) Sellers agree that from and after Closing and for a period of two five (25) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whatsoever in any business, whether as an a promoter, owner, officer, director, employee, partner, shareholder, member, lessee, lessor, lender, agent, consultant consultant, broker, commission salesman or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages engaged in the new construction operation of an upscale a motel or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals Sellers fail to keep and perform every covenant of this Section 2025, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 25 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 2025. If any court in which Buyer seeks to have the provisions of this Section 20 25 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals Sellers under this Section 20 25 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals Sellers against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 2025, “Trade Area” shall mean an area located within a 3-2 mile radius around the real estate boundaries of any of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consentHotels. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel Hotels and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the HotelHotels.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder(a) Seller agrees that, Seller and Principals (“Principals’) agree that from and after Closing and for a period of three (3) years from and after the Closing Date, Seller will not, and Seller will not permit any controlled affiliate of Seller to, directly or indirectly, own or operate an enterprise which competes anywhere in the world with the products manufactured as of the Closing Date at the Akrosil facilities (silicone coating plants). (b) Seller agrees that, for a period of three (3) years from and after the Closing Date, Seller will not, and Seller will not permit any controlled affiliate of Seller to, directly or indirectly, own or operate an enterprise which competes anywhere in North America with the products manufactured as of the Closing Date at the DePere, Wisconsin facility, including without limitation, the super calendar kraft (“SCK”) grades (industrial and commodity roll label), glassine and pressure sensitive applications, all of which are set forth on Schedule 5.12(b). (c) Seller agrees that, for a period of three (3) years from and after the Closing Date, Seller will not, and Seller will not permit any controlled affiliate of Seller to, directly or indirectly, own or operate an enterprise which competes anywhere in North America with the products manufactured as of the Closing Date at the Xxxxxxxx Converting facilities; provided, however, that with respect to products and services that are provided under the Xxxx Wrap Supply Agreement, Seller agrees to not compete for a period of ten (10) years, unless Buyer is ever unable to perform under the Xxxx Wrap Supply Agreement, in which case Seller shall have the right to produce xxxx wrap; and provided further, that Seller may continue to own and operate its existing business anywhere in the world relating to the production of photo paper or substrates for photo paper. (d) Seller agrees that, for a period of seventeen (17) years from and after the Closing Date, Seller will not, and Seller will not permit any controlled affiliate of Seller to, directly or indirectly, own or operate an enterprise which competes anywhere in North America with the machine glazed specialty paper products of Seller, including without limitation, the products produced on PM5 as set forth on Schedule 5.12(d); provided, however, that (i) upon an early termination of the Androscoggin Supply Agreement by Buyer for any reason other than an intentional breach by Seller, the non-competition agreement set forth in this Section 5.12(d) shall terminate two (2) years thereafterfrom such date of termination; provided, they that for such two (2) year period, Buyer (or its successors or permitted assigns) shall use commercially reasonably efforts to sell all Products produced on PM5 pursuant to a marketing agreement reasonably acceptable to Buyer (or its successors or permitted assigns) and Seller shall pay to Buyer (or its successors or permitted assigns) a brokerage commission (at then-current market rates) for such sales. In the event that Buyer (or its successors or permitted assigns) fails to use commercially reasonable efforts as determined by a court of competent jurisdiction, then the non-competition agreement set forth in this Section 5.12(d) shall terminate upon receipt of notice from Seller; and (ii) upon an early termination of the Androscoggin Supply Agreement by Seller as a result of a breach under such agreement by Buyer, the non-competition agreement set forth in this Section 5.12(d) shall terminate at such time. (e) Seller agrees that, for a period of three (3) years from and after the Closing Date, Seller will not, within and Seller will not permit any controlled affiliate of Seller to, directly or indirectly, own or operate an enterprise (other than operation of PM5 under the Trade Area Androscoggin Supply Agreement) which competes anywhere in North America with the products manufactured as of the Closing Date at the Kaukauna, Wisconsin facility as set forth on Schedule 5.12(e). (as defined belowf) associate in Notwithstanding any capacity as an ownerof the foregoing, officerSeller may continue to own and operate its existing business at Seller’s Bastrop, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages Louisiana mill that currently competes with the Business in the new construction pressure sensitive application markets (including Aquarius, Layflat and Reelcote). Seller shall also be permitted to own or operate any enterprise if such enterprise is acquired as a result of an upscale or upper-mid scale Hilton or Marriott hotelacquisition and the competitive component of such enterprise so acquired does not constitute more than 20% of the acquired entity’s operations or, as designated by if it does constitute more than 20% of the Xxxxx Travel Researchacquired entity’s operations, following Seller divests of all operations in excess of 20% within 18 months from the Closingdate of the acquisition. If Nothing herein shall prevent Seller or Principals fail any of its affiliates from owning up to keep five percent of the outstanding stock of any publicly-traded entity, regardless of the business in which such entity might be engaged. Further, the non-competition agreements set forth in this Section 5.12 shall not restrict the sales and perform every covenant distribution business activities of Seller’s xpedex division or any business activities of Xxxxxx Xxxx Xxxxxx Limited or its subsidiaries. (g) If at the time of enforcement of this Section 205.12, Buyer a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be entitled substituted for the stated duration, scope or area and that the court be allowed to specifically enforce revise the same restrictions contained herein to cover the maximum duration, scope and area permitted by injunction in equity in addition to law. In the event of a breach by Seller of any other remedies which Buyer may have. If any portion provision of this Section 20 5.12, the length of time that Seller is prohibited from engaging in certain activities which were the subject of such breach shall automatically be invalid or unenforceable, extended for the length of such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability breach. (h) Seller agrees that Buyer would suffer irreparable harm from a breach by Seller of any other portion of the covenants or agreements contained in this Section 205.12. If In the event of an alleged or threatened breach by Seller of any court in which Buyer seeks to have of the provisions of this Section 20 specifically enforced determines that the activities5.12, time Buyer (or geographic area hereinabove specified are too broadits successors or permitted assigns) may, such in addition to all other rights and remedies existing in its favor, apply to any court may determine a reasonable activity, time of competent jurisdiction for specific performance and/or injunctive or geographic area and shall specifically other relief in order to enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of or prevent any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius violations of the Property. Notwithstanding provisions hereof without the foregoing, if an opportunity for new development exists which Seller would like need to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelpost a bond or other security.

Noncompetition. In order (a) The Sellers recognize that (i) the -------------- Purchaser's entering into this Agreement is induced primarily because of the covenants and assurances made by the Sellers hereunder, (ii) the Sellers' covenant not to further induce Buyer compete is necessary to insure the continuation of the Hospital Businesses subsequent to the Closing, and (iii) irreparable harm and damage will be done to the Purchaser in the event that the Sellers, or the Sellers' affiliates, compete with the Purchaser within the area or areas specified in this Section. Therefore, in consideration of the premises and as an inducement for the Purchaser to enter into this Agreement and consummate the transactions contemplated hereunderherein, Seller and Principals (“Principals’) the Sellers agree that from and after Closing and that, for a period of two three (23) years thereafterfrom and after the Closing Date, they shall notthe Sellers, their affiliates (other than affiliates which become affiliates as a result of the acquisition of stock or assets of CPC or one or more Sellers) (the "Regulated Persons") will not own, lease, manage or operate any psychiatric hospitals, beds or units within the Trade Area (as defined below) associate in 25- mile radiuses of the Hospitals or any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated facility operated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants Purchaser on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and Closing Date (the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade "Proscribed Area” shall mean an area located within a 3-mile radius of the Property"). Notwithstanding the foregoing, if an opportunity for new development exists which the Regulated Persons may own, lease, manage and operate beds and/or units within the Proscribed Area: (a) in any non-psychiatric hospital acquired by the Regulated Person, provided that Purchaser has been offered a right of first refusal to manage the psychiatric services provided at such hospital on then reasonably customary terms (provided that Sellers shall not enter into any agreement to manage such psychiatric services on terms less favorable to Seller would like than those last offered to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, Purchaser) and Buyer will not unreasonably withhold consent(b) at THC New Orleans. The parties hereto acknowledge agree that no portion of the restrictions Purchase Price shall be allocated to the noncompetition covenant contained in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the HotelArticle XII.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate (a) For the transactions contemplated hereunderperiod set forth on Schedule 6.10(a), Seller agrees that it will not directly or indirectly engage in the (1) manufacture, sale, import, export or distribution of Exclusive Licensed Products and Principals (“Principals’) agree that from and after Closing and for a period of two Improvements; or (2) years thereafterrepair and overhaul Exclusive Licensed Products and Improvements, they shall not, within the Trade Area (as defined below) associate in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages each case in the new construction of an upscale or upper-mid scale Hilton or Marriott hotelLicensed Field (the “Restricted Activities”); provided, as designated by the Xxxxx Travel Researchhowever, following the Closing. If Seller or Principals fail to keep and perform every covenant of that nothing in this Section 20, Buyer 6.10 shall be entitled deemed to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect limit in any way the enforceability conduct of the Excluded Businesses, and such activities and business shall be excluded from the definition of Restricted Activities for all purposes related to this Agreement. In the event of any other portion assignment of this Agreement pursuant to Section 20. If any court in which Buyer seeks to have 8.6, the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part obligations of Seller and Principals under this Section 20 6.10 shall terminate. (b) The restrictions set forth in this Section 6.10 shall not be construed to prohibit or restrict Seller or its Affiliates from acquiring any Person or business that engages in the Restricted Activities, provided that (i) the engagement in such Restricted Activities do not constitute the principal part of the activities of the Person or business to be acquired (based on total revenues expressed in United States dollars or calculated in United States dollars utilizing the relevant and then applicable current foreign exchange rate, of all sales of such Person or business during the consecutive four (4) full calendar quarters immediately preceding the Effective Date of acquisition of such Person or business) or (ii) if the Restricted Activities constitute in excess of forty percent (40%) of the revenues of the Person or business acquired, Seller shall (1) promptly provide written notice to Purchaser after its acquisition of such Person or business and (2) use its commercially reasonable efforts to divest that portion of the Person or business that engages in the Restricted Activities within twelve (12) months after its acquisition of such Person or business. (c) Notwithstanding this Section 6.10, if Article 2 (License) is terminated before the second anniversary of the Effective Date, Seller’s obligations set forth in this Section 6.10 shall be construed as an agreement independent immediately terminated and of no further force and effect. (d) Notwithstanding anything to the contrary in this Agreement (or the Transaction Documents), this Section 6.10 shall not apply (i) to any other provision business or operations of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer any of its Affiliates which are transferred to any third party after the date hereof, (ii) any subsidiaries of Seller the stock of which is transferred to any third party after the date hereof, (iii) any Affiliate of Seller who becomes an Affiliate as a result of a change in control of Seller or (iv) any acquisition of securities by Seller’s (or any corporation affiliated of Seller’s Affiliate’s) pension trust or similar employee benefit plan investment vehicle, provided that any securities acquired shall be held for investment purposes only and such benefit plans comply with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense the Employee Retirement Income Security Act of 1974 requirements as to the enforcement by Buyer independence of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelinvestment decisions.

Noncompetition. In order 7.1 During the Term, Metropolitan and its affiliates will not (i) book, promote or produce any Concerts in any outdoor amphitheater located within 90 miles of the Center, (ii) have any interest, direct or indirect, in the ownership, management or operation of any such amphitheater, provided that Xxxxx Corporation may provide food, beverage -------- and parking services to further induce Buyer any such amphitheater, or (iii) book, promote or produce any Concert during any Season at any indoor arena located within such 90-mile radius if Metropolitan shall not have negotiated in good faith to enter into this Agreement and consummate book such Concert at the transactions contemplated hereunderCenter or if the amount of the guaranteed payment to be made by Metropolitan in respect of such Concert at such arena shall be in excess of the amount of the guaranteed payment offered by Metropolitan with respect to that Concert at the Center, Seller and Principals (“Principals’) agree provided that from and after Closing and if -------- the only available date for a period proposed Concert shall be a date on which (a) a Darien Event is then scheduled, Metropolitan shall so notify Darien in writing and if Darien shall not have notified Metropolitan in writing that it has rescheduled the Darien Event within two business days following its receipt of two (2) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwisesuch notice from Metropolitan, or (b) a Concert is then scheduled at the Center and Metropolitan shall have any interest failed (after using its best efforts) to reschedule either such booked Concert or such proposed Concert at the Center to avoid such conflict, then, in any corporationeither case, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer Metropolitan shall be entitled to specifically enforce book, promote and produce such proposed Concert on such date at an indoor arena within such radius. Metropolitan acknowledges that a breach of its obligations under this Section 7 would result in irreparable injury to Darien for which monetary damages would not be an adequate remedy. Therefore, Metropolitan consents to issuance of injunctive relief in the same by injunction in equity event of a breach of its obligations under this Section 7, in addition to any other remedies to which Buyer may have. If Darien is otherwise entitled. 7.2 During the Term, none of Darien, Premier Parks Inc. or their respective subsidiaries will have any portion of this Section 20 shall be invalid interest, direct or unenforceableindirect, such invalidity in the ownership, management or unenforceability shall in no way be deemed or construed to affect in any way the enforceability operation of any outdoor amphitheater (other portion of this Section 20. If any court in which Buyer seeks to have than the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area Center) located within a 3-mile radius 90 miles of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the HotelCenter.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, (a) Seller and Principals (“Principals’) agree agrees that from and after Closing and for a period of two (2) three full years thereafterfrom the Closing Date, they it shall not, within the Trade Area and shall cause its Affiliates not to: (i) engage in, either directly or indirectly, as defined below) associate a principal or for its own account or solely or jointly with others, or as an equity holder in any capacity Person, manage, operate, participate in or lend money or render financial assistance to, any business that competes with the fiber optics test equipment business conducted worldwide by the Companies and the Subsidiaries as it exists on the Closing Date addressing the measureands listed on Schedule 5.04(a)(i) in the following markets: Production and Lab Measurement for Optical Fiber and Optical Fiber Cable Manufacturing, Optical Time Domain Reflectometers, Optical Spectrum Analysis, Fiber Preparation Tools, and Distributed Temperature Sensing Systems (the "RESTRICTED ACTIVITIES"); PROVIDED that the foregoing restriction (x) shall bind only Seller and its Subsidiaries in the event that more than 50% of Seller's common stock is acquired by any Person and (y) shall not prohibit Seller or any of its Affiliates from becoming an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant equity holder of any Person whose total revenue from all Restricted Activities in its most recent fiscal year did not exceed 50% of such Person's consolidated revenue for such period; or (ii) employ or otherwisesolicit, or receive or accept the performance of services by any current employee of any of GN Nettest, its Affiliates, the Companies or any Subsidiary (excluding employees who have been laid off or terminated by such employer). (b) If any interest provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any corporationrespect, partnershipsuch invalidity, joint venture illegality or limited liability companyunenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which engages is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the new construction extent such provision would be valid or enforceable under applicable law, a court of an upscale competent jurisdiction shall construe and interpret or upper-mid scale Hilton or Marriott hotelreform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as designated shall be valid and enforceable under such applicable law. Seller acknowledges that GN Nettest and Buyers would be irreparably harmed by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant any breach of this Section 20, Buyer and that there would be no adequate remedy at law or in damages to compensate GN Nettest and Buyers for any such breach. Seller agrees that GN Nettest and Buyers shall be entitled to specifically enforce the same injunctive relief requiring specific performance by injunction in equity in addition to any other remedies which Buyer may have. If any portion Seller of this Section 20 shall be invalid or unenforceableSection, such invalidity or unenforceability shall in no way be deemed or construed and Seller consents to affect in any way the enforceability entry thereof. (c) In consideration of any other portion of this Section 20. If any court in which Buyer seeks Seller agreeing to have the provisions of this Section 20 specifically enforced determines that Section, at the activitiesClosing, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on GN-US is paying to Seller the part sum of Seller and Principals under this Section 20 shall be construed as an agreement independent $1,900,000 in respect of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense Seller's undertakings in relation to the enforcement by Buyer United States (the "US NONCOMPETE CONSIDERATION") and GN-UK is paying to Seller the sum of said covenants. For purposes $100,000 in respect of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of Seller's undertakings in relation to Europe (the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests "UK NONCOMPETE CONSIDERATION") in the Property and the Hotelmanner provided in Section 2.02.

Noncompetition. In order to further induce Buyer to enter into this Agreement (a) The Company covenants and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree agrees that from and after the Closing Date and for a period until the third (3rd) anniversary of two (2) years thereafterthe Closing Date, they the Company shall not, within and shall cause its subsidiaries not to, (i) directly or indirectly, engage in the Trade Area Exploitation of any nasal spray product containing NSAID (as defined belowother than pursuant to the Transition Agreement) associate in the United States of America, (ii) solicit or attempt to solicit, directly or indirectly, any of the suppliers or wholesalers for the Product for the purpose of diverting business relating to the Product away from the Buyer; (iii) intentionally interfere in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant material respect with the business relationships relating to the Product (whether formed before or otherwise, after the date of this Agreement) between the Buyer and customers or have suppliers of Buyer or (iv) assist or participate with any interest Affiliates of the Company in connection with any of the foregoing in any corporation, partnership, joint venture or limited liability company, which engages way. (b) The parties hereto acknowledge that the covenants set forth in the new construction of this Section 4.5 are an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant essential element of this Section 20Agreement and that, Buyer shall be entitled to specifically enforce but for these covenants, the same by injunction in equity in addition to any other remedies which Buyer may haveparties hereto would not have entered into this Agreement. If any portion of The parties hereto acknowledge that this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area 4.5 constitutes an independent covenant and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall not be construed as an agreement independent affected by performance or nonperformance of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer Agreement or any corporation affiliated with Buyerother document contemplated by this Agreement. The Company, whether predicated on this Agreement behalf of itself and its subsidiaries, acknowledges and agrees that, in the event that the Company or otherwise, shall not constitute a defense to one or more of its subsidiaries breaches any of the enforcement by Buyer of said covenants. For purposes of provisions in this Section 204.5, “Trade Area” the Buyer shall mean an area located within a 3-mile radius suffer immediate, irreparable injury and will, therefore, be entitled to injunctive relief, in addition to any other damages to which it may be entitled, as well as reimbursement by the Company of the Property. Notwithstanding reasonable costs and attorneys’ fees the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be Buyer incurs in violation of successfully enforcing its rights under this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. 4.5. (c) The parties hereto acknowledge that the restrictions set forth in this noncompetition agreement Section 4.5: (i) are essential reasonably drawn with respect to duration, scope, and otherwise, (ii) are not unduly burdensome, (iii) are not injurious to the Buyer’s successful operation public interest and (iv) are supported by adequate consideration. It is the intention of the Hotel and Buyer would not have entered into this Agreement except for the inducement parties hereto that if any of the restrictions or covenants contained hereinin this Section 4.5 is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such restrictions or covenants shall not be construed to be null, void and of no effect, but to the extent such restrictions or covenants would be valid or enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 4.5 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions that would be valid and enforceable under such applicable Law. The parties hereto further acknowledge agree and intend that these restrictions are reasonable and necessary means the obligations under this Section 4.5 will be tolled during any period that the Company, or one or more of protecting Buyerthe Company’s legitimate business interests subsidiaries, is in breach of any of the Property and obligations under this Section 4.5, so that the HotelBuyer is provided with the full benefit of the restrictive periods set forth herein.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate No Seller nor any Affiliate of any Seller (including, without limitation, ****, will engage, directly or indirectly, in the transactions contemplated hereunderoperation of, Seller and Principals or own or have any interest of any kind, in any convenience store or gasoline retail business (“Principals’i) agree that from and after Closing and for a period of two (2) **** years thereafter, they shall not, within from and after the Trade Area (as defined below) associate in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages Closing in the area within a **** mile radius of any convenience store operated by Purchaser or any Affiliate of Purchaser located in North Carolina or South Carolina and (ii) for a period of **** years from and after the Closing in the area within a **** mile radius of any Store; provided, that (A) if the two geographic areas referred to in clauses (i) and (ii) overlap, the noncompetition provisions in clause (ii) shall apply; (B) the Lennon Oil Company may continue to deliver oil and other petroleum products to unaffiliated third party-owned convenience stores located in Scotland and Xxxxxxx Counties, North Carolina, in accordance with its past practice and in the same manner as heretofore conducted, and (C) with respect to the terms of noncompetition set forth in clause (i) above, such terms shall apply (for the remaining portion of the **** period commencing on the Closing Date) to any such **** mile geographic area if the Purchaser or any Affiliate of the Purchaser receives a building permit for a new construction of an upscale or upper-mid scale Hilton or Marriott hotelconvenience store after the Closing Date, as designated by the Xxxxx Travel Research, following the Closing. If but before any Seller or Principals fail Affiliate of any Seller receives a building permit for a new convenience store within such **** mile radius-area. Sellers hereby acknowledge that the geographic areas and the time periods referred to keep in clauses (i) and perform every covenant (ii) of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a 11.2 constitute reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense protection to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity Purchaser for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consentpreserving its rights hereunder. The parties hereto acknowledge that intend the restrictions geographic areas in clauses (i) and (ii) above to be completely severable and independent, and any invalidity or unenforceability of this noncompetition agreement are essential Agreement with respect to the Buyer’s successful operation any one such area shall not render this Agreement unenforceable as applied to any one or more of the Hotel and Buyer would not other areas. *Selected portions have entered into this Agreement except for the inducement been deleted as confidential pursuant to Rule 24b-2. Complete copies of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable entire exhibit have been filed separately with the Securities and necessary means of protecting Buyer’s legitimate business interests in the Property Exchange Commission and the Hotelmarked "CONFIDENTIAL TREATMENT."

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller Seller, Chartwell and the Principals (“Principals’) agree that from and after Closing and for a period of two five (25) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whatsoever in any business, whether as an a promoter, owner, officer, director, employee, partner, shareholder, member, lessee, lessor, lender, agent, consultant consultant, broker, commission salesman or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages engage in the new construction operation of an upscale a motel or upper-mid scale Hilton hotel or Marriott hotelany related business of a type competitive, directly or indirectly, with the business of Seller as designated conducted by the Xxxxx Travel Research, Buyer following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an all of Clermont, Florida and any area located within a 3-mile radius 5 miles of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consentHotel. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotel. Seller shall cause Chartwell and the Principals to execute a letter agreeing to the provisions of this Section 20 to be delivered to Buyer within 10 days of the Effective Date.

Noncompetition. In order to further induce Buyer to enter into this Agreement For so long as the Executive receives Severance Payments, the Executive hereby covenants and consummate agrees that the transactions contemplated hereunderExecutive (and any person or entity controlled by, Seller and Principals (“Principals’under common control with or controlling the Executive) agree that from and after Closing and for a period of two (2) years thereafter, they shall will not, within without the Trade Area prior written consent of the Company (as defined belowwhich consent shall not unreasonably be withheld, conditioned or delayed) associate in any capacity directly or indirectly be associated as an owner, officer, director, partner, director or greater than 5% shareholder, memberemployee, lesseeconsultant, lessor, agent, consultant agent or otherwise, representative to or have with any interest in any corporation, partnership, joint venture person or limited liability company, which engages entity engaged in the new construction casino or gaming business in an area within a 100-mile radius of an upscale or upper-mid scale Hilton or Marriott hotel, as designated any existing casino owned on the Termination Date by the Xxxxx Travel Research, following Company. The Executive agrees that if he commits or threatens to commit a breach of any of the Closing. If Seller or Principals fail to keep and perform every covenant provisions of this Section 206, Buyer the Company shall be entitled to specifically enforce have the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks right and remedy to have the provisions of this Section 20 6 specifically enforced determines by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause immediate irreparable injury to the Company and that money damages will not provide an adequate remedy at law for any such breach or threatened breach, PROVIDED HOWEVER, that the activitiesCompany shall first submit written notice to the Executive that it intends to invoke its rights as set forth in this Section 6 and the Executive shall have 20 days in which to cure his breach or threatened breach. Such right and remedy shall be in addition to, time and not in lieu of, any other rights and remedies available to the Company at law or in equity. If any of the provisions of, or covenants contained in, this Section 6 are hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other jurisdiction, which shall be given full effect, without regard to the invalid portions or the unenforceability in such other jurisdiction, the parties agree that the court making such determination shall have the power to reduce the duration and/or geographic area hereinabove specified are too broadscope of such provision or covenants and, in its reduced form, said provision or covenant shall be enforceable; provided, however, that the determination of such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to affect the enforcement by Buyer of said covenants. For purposes enforceability of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be 6 in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelany other jurisdiction.

Noncompetition. In order Neither the Seller, SBMM, nor any of their controlled Affiliates will, without the prior written consent of the Buyer, (a) for a period of five years after the Closing Date, directly or indirectly, anywhere in Japan engage in any promotional enterprise or activity which competes with the business as now conducted by SB Forums or any other trade show, conference or similar business hereafter conducted by Buyer (the "Prohibited Operations"), or directly or indirectly employ, engage, contract for or solicit the services in any capacity of any person who is employed by Seller in the operation of the SB Forums' business on the date hereof; or (b) use for its own benefit or divulge or convey to further any third party, any confidential information relating to the SB Forums' business, including, without limitation, exhibitor, advertiser, customer, attendee and supplier lists, formulae, trade know-how, secrets, consultant contracts, pricing information, marketing plans, product development plans, business acquisition plans and all other information relating to the operation of the Business not in the public domain or otherwise publicly available. Information which enters the public domain or is publicly available loses its confidential status hereunder so long as neither the Seller nor its affiliates directly or indirectly cause such information to enter the public domain. Notwithstanding the foregoing, Seller's continuing ownership interest in the KME Parent shall not be a violation of this provision. The Seller acknowledges that the restrictions contained in this Section 11 are reasonable and necessary to protect the legitimate interests of the Buyer and were necessary to induce the Buyer to enter into this Agreement Agreement, and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated breach by the Xxxxx Travel ResearchSeller of any provision hereof will result in irreparable injury to the Buyer. The Seller acknowledges that, following in addition to all remedies available at law, the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce equitable relief (without the same by injunction in equity in addition necessity of posting any bond), including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising from such breach and shall be entitled to receive such other damages, direct or consequential, whether or not foreseeable or known to Seller, arising from such breach as may be appropriate. In the event that any court or other remedies which Buyer may have. If any portion body of competent jurisdiction determines that the duration, geographic scope, or both, of this Section 20 shall be invalid or 11 are unreasonable and that such provision is to that extent unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of parties hereto agree that this Section 20. If any court 11 shall remain in which Buyer seeks to have full force and effect for the provisions of this Section 20 specifically enforced determines greatest time period and in the greatest areas that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelrender it unenforceable.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate (a) Each of the transactions contemplated hereunder, Seller and Principals (“Principals’) agree Sellers agrees that from and after Closing and for a period between the date of two (2) years thereaftersuch Seller's Employment Agreement and one full year after the termination of such Seller's Employment Agreement, they he/she shall notnot engage, within either directly or indirectly, as an officer, director or employee with the Trade Area (same or substantially similar duties as defined below) associate such Seller performed as an employee under his/her Employment Agreement in any capacity as an ownersole proprietorship, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages joint stock association or similar entity, in the new construction states in which products for Microsoft Dynamics CRM platform had been sold during the preceding 365 days in the business of an upscale providing customer relationship management products or upper-mid scale Hilton services that are then provided by Purchaser or Marriott hotelare currently planned and budgeted to be offered by Purchaser within the next 12 months thereof, as designated documented in written strategic plans (the "Business"). (b) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the Xxxxx Travel Researchextent such provision would be valid or enforceable under applicable law, following a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the Closingmaximum enforceable geographic area, time period and other provisions and shall be valid and enforceable under such applicable law. If Each Seller or Principals fail to keep and perform every covenant acknowledges that the Purchaser would be irreparably harmed by any breach of this Section 20, Buyer and that there would be no adequate remedy at law or in damages to compensate the Purchaser for any such breach. Each Seller agrees that the Purchaser shall be entitled to specifically enforce injunctive relief requiring specific performance by the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion Sellers of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this AgreementSection, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense Sellers consents to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelentry thereof.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree Henkel agrees that from and after Closing and for a period of two (2) years thereafter, they shall it will not, within and shall ensure that its Affiliates do not, at any time during the Trade Area (as defined below) associate period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date, engage in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any controlling interest in, directly or indirectly, whether alone or in conjunction with any corporationPerson, partnershipanywhere in Europe, joint venture Russia or limited liability companyTurkey, any business which engages is in competition with the JV Entities in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, Cleaning and Sanitizing Field as designated conducted by the Xxxxx Travel ResearchJV Entities at Closing (a "Competing Business"), following provided, however, that Henkel and its Affiliates may continue to conduct their respective businesses generally in the Closingmanner in which such businesses are being conducted on the Closing Date. If Seller Henkel and its Affiliates shall not at any time, directly or Principals fail indirectly, use or purport to keep and perform every covenant authorize any person to use any Technology, Patent or Trademark or the "Henkel" name in contravention of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have9.5. If any portion The provisions of this Section 20 9.5 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability not prohibit Henkel and its Affiliates from acquiring not more than two percent (2%) of any other portion class of this Section 20securities of any company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or otherwise publicly traded, provided Henkel and its Affiliates do not control such company. If any court in which Buyer seeks to have Further, the provisions of this Section 20 specifically enforced determines that 9.5 shall not prohibit Henkel and its Affiliates from acquiring a Competing Business in Europe, Russia and Turkey if and only if (a) Henkel or its Affiliate ceases to engage in such Competing Business within two hundred seventy (270) days after the activitiesconsummation of such transaction and (b) Henkel shall have promptly first offered Ecolab, time or geographic area hereinabove specified are too broadupon customary commercial terms, the exclusive opportunity, for a sixty (60) day period, to purchase such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for Competing Business at the same price at which Henkel acquired such activity, time and geographic areaCompeting Business. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes foregoing provisions of this Section 209.5, “Trade Area” but not any claim previously brought thereunder, shall mean an area located within a 3-mile radius cease to apply on the fifth anniversary of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the HotelClosing Date.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate During the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing period of employment of Executive by the Corporation and for a period of two five (25) years thereafter, they shall the Executive will not, within the Trade Area (as defined below) associate in any capacity geographic area in which the Corporation is offering its services and products, without the prior written consent of the Corporation: (a) directly or indirectly engage in, (b) assist or have an active interest in (whether as an ownerproprietor, partner, investor, shareholder, officer, directordirector or any type of principal whatsoever), partner, shareholder, member, lessee, lessor, agent, consultant or otherwiseor (c) enter the employ of, or have act as agent for, or advisor or consultant to, any interest in any corporationperson, firm, partnership, joint venture association, corporation or limited liability companybusiness organization, entity or enterprise which engages is or is about to become directly or indirectly engaged in, any business which is competitive with any business of the Corporation or any subsidiary or affiliate thereof in which Executive is or was engaged; provided, however, that the new construction foregoing provisions of an upscale this paragraph 8 are not intended to prohibit and shall not prohibit Executive from purchasing, for investment, not in excess of 1% of any class of stock or upper-mid scale Hilton or Marriott hotel, as designated other corporate security of any company which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. Executive acknowledges that the breach by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant Executive of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines 8 would cause irreparable injury to the Corporation, acknowledges and agrees that remedies at law for any such breach will be inadequate and consents and agrees that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 Corporation shall be construed as an agreement independent entitled, without the necessity of proof of actual damage, to injunctive relief in any other provision of this Agreement, and proceedings which may be brought to enforce the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes provisions of this Section 20, “Trade Area” shall mean 8. Executive acknowledges and warrants that the Executive will be fully able to earn an area located within a 3-mile radius of adequate livelihood for the Property. Notwithstanding Executive and the foregoing, Executive's dependents if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, 8 should be specifically enforced against the Executive and Buyer that such enforcement will not unreasonably withhold consentimpair the Executive's ability to obtain employment commensurate with the Executive's abilities and fully acceptable to the Executive . The parties hereto acknowledge that If the restrictions scope of any restriction contained in this noncompetition agreement are essential Section 8 is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the Buyer’s successful operation of the Hotel maximum extent permitted by law and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property Executive and the HotelCorporation hereby consent and agree that such scope may be judicially modified in any proceeding brought to enforce such restriction.

Noncompetition. In order to further induce Buyer to enter into this Agreement (a) The parties hereto acknowledge and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from IFM is currently engaged in IFM's Activities throughout the Territory. IFM acknowledges that, to adequately protect the interests of Horizon in the Products Business, it is essential that any noncompete covenant with respect to the Products Business cover all of IFM and after Closing any company or organization in which IFM has a controlling equity interest (each such company or organization hereinafter referred to as a "Related Party"), all of IFM's Activities and for a period of two the entire Territory. (2b) years thereafter, they IFM hereby covenants and agrees that the IFM and any Related Party shall not, within the Trade Area (as defined below) associate in any capacity as an ownermanner during the Noncompete Period, officerdirectly or indirectly, directorengage in, partnerhave any equity or profit interest in, shareholder, member, lessee, lessor, agent, consultant make any loan to or otherwisefor the benefit of, or have render services (of any interest in advertising, marketing, sales, administrative, supervisory, consulting or any corporationother nature) to, partnership, joint venture or limited liability company, any business which engages in IFM's Activities in the new construction Territory without the prior written consent of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. Horizon. (c) If Seller or Principals fail to keep and perform every covenant a judicial determination is made that any of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that 11.2 constitutes an unreasonable or otherwise unenforceable restriction against any of the activitiesparties hereto, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce the provisions of this Section for 11.2 shall be rendered void only to the extent that such activityjudicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, each of the parties hereto hereby agrees that any judicial authority construing this Agreement shall be empowered to sever any portion of the Territory, any prohibited business activity or any time and geographic area. The covenants on period from the part coverage of Seller and Principals under this Section 20 shall be construed as an agreement independent 11.2 and to apply the provisions of this Section 11.2 to the remaining portion of the Territory, the remaining business activities or the remaining time period not so severed by such judicial authority. Moreover, notwithstanding the fact that any other provision of this AgreementSection 11.2 is determined not to be specifically enforceable, and each of the existence parties hereto shall nevertheless be entitled to recover monetary Damages as a result of any claim or cause breach of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelsuch provision.

Noncompetition. In order Seller recognizes that (i) Buyer's entering into this Agreement is induced primarily because of the covenants and assurances made by Seller hereunder, including, without limitation, the covenants and assurances contained in this Section 9, (ii) Seller's covenant not to further induce compete is necessary to insure the continuation of the business of Buyer in respect of the Assets subsequent to Closing and (iii) irreparable harm and damage will be done to Buyer in the event that Seller, or any of Seller's affiliates, competes with Buyer within the area or areas specified in this Section. Therefore, in consideration of the premises and as an inducement for Buyer to enter into this Agreement and consummate the transactions contemplated hereunderherein, Seller and Principals (“Principals’) Seller's affiliates, including, without limitation, all of Seller's shareholders, who have joined in the execution of this Agreement for the purpose of acknowledging their agreement to be bound by the provisions of this Section 9, agree that from and after Closing and for a period of two five (25) years thereafterfrom and after the Closing Date, they shall notneither Seller nor Seller's affiliates will, within the Trade Area (as defined below) associate directly or indirectly, in any capacity as an ownercapacity, officerown, directormanage, partneroperate, shareholdercontrol, memberparticipate in the management or control of, lessee, lessor, agent, consultant or otherwisebe employed by, or have maintain or continue any interest whatsoever in any corporationenterprise engaged in any business similar to the business of Buyer in respect of the Assets within a 100-mile radius of the Stations. Seller further agrees that if any restriction contained in this Section is held by any Court to be unenforceable or unreasonable, partnershipa lesser restriction shall be severable therefrom and be enforced in its place, joint venture or limited liability company, which engages in and the new construction remaining restrictions contained herein shall be enforceable independently of each other. In the event of an upscale actual or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant threatened breach of this Section 20covenant by Seller, Buyer shall be entitled to specifically enforce injunctive relief, without the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion necessity of this Section 20 shall be invalid or unenforceableposting a bond, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement cash or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotel.

Noncompetition. In order (a) MC, for itself only, and limited to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree activities conducted by the Metals Group of Mitsubishi Corporation or any successor agrees that from and after Closing and for a period of two (2) full years thereafterfrom the Effective Time, they the Metals Group of Mitsubishi Corporation shall notnot engage, within the Trade Area (either directly or indirectly, as defined below) associate a principal or for its own account or solely or jointly with others, or as stockholders in any capacity corporation or joint stock association, in the business of manufacturing gas panels for use in semiconductor manufacturing equipment, as an ownerconducted by the Company on the Closing Date; provided that nothing herein shall prevent the Sellers or their Affiliates from purchasing or holding up to 5% of any publicly traded corporation engaged in such business. (b) Each Seller agrees that for a period of two (2) full years from the Effective Time, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant neither it nor any of its Affiliates shall employ or otherwisesolicit, or have receive or accept the performance of services by any interest current employee of the Company other than Yoshifusa Nikaido; provided, however, that no general solicitation thax xx xxx xxxxxxxx to or intended to solicit employees of the Company shall be considered a solicitation for purposes of this covenant. (c) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any corporationrespect, partnershipsuch invalidity, joint venture illegality or limited liability companyunenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which engages is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the new construction extent such provision would be valid or enforceable under applicable law, a court of an upscale competent jurisdiction shall construe and interpret or upper-mid scale Hilton or Marriott hotelreform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as designated shall be valid and enforceable under such applicable law. Each Seller acknowledges that Parent would be irreparably harmed by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant any breach of this Section 20, Buyer and that there would be no adequate remedy at law or in damages to compensate Parent for any such breach. Each Seller agrees that Parent shall be entitled to specifically enforce the same injunctive relief requiring specific performance by injunction in equity in addition to any other remedies which Buyer may have. If any portion either Seller of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this AgreementSection, and the existence of any claim or cause of action by each Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense consents to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelentry thereof.

Noncompetition. In order consideration of the mutual covenants provided for herein to further induce Buyer the Sellers at the Closing, during the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date (the "Noncompete Period"), none of the Sellers (and none of the beneficiaries of any Seller that is a trust) (collectively, the "Noncompeting Parties") shall engage, and each of the Sellers shall cause the Noncompeting Parties that are not themselves Sellers to enter into this Agreement and consummate the transactions contemplated hereundernot engage, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whether as an owner, operator, manager, employee, officer, director, partnerconsultant, shareholderadvisor, member, lessee, lessor, agent, consultant representative or otherwise) directly or indirectly in Equipment Rental Services, the Millwright Business or have any interest other business that the Company conducts or proposes to conduct as of the Closing Date in Massachusetts, Vermont, New Hampshire, Rhode Island, Connecticut, New York, Maine or any other geographic area in which the Company conducts its business as of the Closing Date (except as expressly permitted under any employment agreement with the Company executed at the Closing as contemplated herein); provided that ownership of less than 2% of the outstanding stock of any publicly-traded corporation shall not be deemed to be engaging solely by reason thereof in any corporation, partnership, joint venture of its businesses. Notwithstanding the forgoing or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, the Noncompeting Parties may continue to engage in (i) the Rigging Business of S&A, (ii) the Rigging Business of BCR and (iii) any other business specifically permitted by the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated Supply Agreement to which such Noncompeting Party is a Party (if any) if, with Buyerrespect to both companies, whether predicated on this Agreement or otherwise, shall not constitute a defense to such engagement is consistent with the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius past practices and customs of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consentCompany. The parties hereto acknowledge agree that the restrictions covenant set forth in this noncompetition agreement are essential Section 8.11 is reasonable with respect to its duration, geographical area and scope. If the Buyer’s successful operation final judgment of a court of competent jurisdiction declares that any term or provision of this Section 8.11(a) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the Hotel term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and Buyer would not have entered into enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement except for shall be enforceable as so modified after the inducement expiration of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in time within which the Property and the Hoteljudgment may be appealed.

Noncompetition. In (i) Seller agrees that for a period of five full years following the Closing Date, neither Seller shall not (x) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as an equity interest holder in or lender to, in any business that competes with the Business as it exists on the Closing Date within the United States; or (y) directly or indirectly solicit or induce any Person that was a customer or supplier or active prospective customer or supplier of the Business as of the Closing to terminate its business relationship with Buyer or to patronize any business directly in competition with the Business within the United States. (ii) Seller acknowledges and agrees that (a) the Seller is selling the goodwill related to the Business to Buyer in the transactions contemplated by this Agreement, (b) the relationships that the Business has with its customers, and suppliers are significant relationships necessary for Buyer to continue to conduct the Business, (c) the Business has national scope, and (d) Buyer has a reasonable, necessary and legitimate business interest in protecting the aforesaid assets and relationships, and that the covenants set forth in this Section 5.01(e) are reasonable in scope, duration and geographic area, and are necessary in order to further induce protect these legitimate business interests. Seller also acknowledges and agrees that the covenants it or he makes herein will not prevent it or he from practicing its or his profession for clients in any industry other than those covered by the Business or as permitted herein, and that its or his skills and expertise are transferable to serve clients operating in other industries. Further, Seller has been advised by Buyer that the covenants and agreements set forth in this Section 5.01(e) are a material reason Buyer has agreed to enter into this Agreement and consummate the transactions contemplated hereunderhereby. (iii) If any provision contained in this Section 5.01(e) shall for any reason be held invalid, Seller and Principals (“Principals’) agree illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that from and after Closing and if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a period length of two (2) years thereaftertime which is not permitted by applicable law, they shall not, within the Trade Area (as defined below) associate or in any capacity way construed too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have shall be valid and enforceable under applicable law. Seller acknowledges that Buyer would be irreparably harmed by any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant breach of this Section 20, and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Seller agrees that Buyer shall be entitled to specifically enforce the same injunctive relief requiring specific performance by injunction in equity in addition to any other remedies which Buyer may have. If any portion Seller of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this AgreementSection, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense consents to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelentry thereof.

Noncompetition. In order to further induce Buyer to enter into this Agreement (a) Each of Seller, JCC, Xxxxx and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) Xxxxx -------------- Intercable agree that from and after Closing and for a period of two three years from the Closing Date, neither they nor any Person in which they have an economic interest, shall: (2i) years thereafterdirectly or indirectly engage in or be financially interested in or otherwise connected with any business, they shall notexcept as set forth in subparagraphs (A), within (B) and (C) below, competitive with the Trade Area (as defined below) associate multichannel video delivery business in any capacity as area served by the System or any area in which Buyer or any of its Affiliates conducts business and which is contiguous to any area served by the System. This restrictive covenant shall not prohibit Seller, JCC, Xxxxx or Xxxxx Intercable or any Person in which any of the foregoing have an ownereconomic interest from (A) engaging in any programming service, officerincluding without limitation, directorKnowledge TV, partnerGreat American Country, shareholderProduct Information Network, memberXxxxx Radio Networks, lesseeXxxxx Internet Channel, lessorSuperaudio and AD/FX; (B) engaging in a national direct broadcast satellite service in any area outside of the area served by the System or (C) acquiring an equity interest of 10% or less in any company; provided that such investment shall be a passive investment, agentand none of Seller, consultant JCC, Xxxxx or otherwiseXxxxx Intercable, or any entity in which any of the foregoing have an economic interest, shall play a role in the management or operation of such company. (ii) solicit the performance of services by, any interest Transferred Employee or any employee of the System to whom Buyer has made an offer of employment. (b) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any corporationrespect, partnershipsuch invalidity, joint venture illegality or limited liability companyunenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which engages is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but instead such provision shall be construed to the new construction fullest extent so that such provision would be valid or enforceable under applicable law, and it is the parties' mutual intent that a court of an upscale competent jurisdiction shall construe and interpret or upper-mid scale Hilton or Marriott hotelreform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as designated shall be valid and enforceable under such applicable law. Each of Seller, JCC, Xxxxx and Xxxxx Intercable acknowledge that Buyer would be irreparably harmed by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant any breach of this Section 20and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Each of Seller, JCC, Xxxxx and Xxxxx Intercable agree that Buyer shall be entitled to specifically enforce the same injunctive relief requiring specific performance by injunction in equity in addition to any other remedies which Buyer may have. If any portion Seller, JCC, Xxxxx and Xxxxx Intercable of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this AgreementSection, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with BuyerSeller, whether predicated on this Agreement or otherwiseJCC, shall not constitute a defense Xxxxx and Xxxxx Intercable each consent to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelentry thereof.

Noncompetition. In order to further induce Buyer to enter into this Agreement The Sellers and consummate the Stockholder acknowledge that they are receiving significant economic benefits by reason of the consummation of the transactions contemplated hereunderhereby, Seller that they have become familiar with the trade secrets and Principals other confidential information concerning the Business, that their services to the Business have been unique in nature and that the Purchaser would be irreparably damaged if they were to compete with the Purchaser. Accordingly, in consideration of the mutual covenants provided for herein to the Sellers and the Stockholder at the Closing, during the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date (“Principals’) agree that from and after Closing and for a period the "Noncompete Period"), none of two the Sellers or the Stockholder shall engage (2) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whether as an owner, operator, manager, employee, officer, director, partnerconsultant, shareholderadvisor, member, lessee, lessor, agent, consultant representative or otherwise, ) directly or have any interest indirectly in any corporation, partnership, joint venture or limited liability company, which engages business that is involved in the new construction marketing, sales, distribution, financing or service of private passenger automobile liability insurance products in Chicago, Illinois or any area located within 50 miles of Chicago, Illinois; provided that ownership of less than 2% of the outstanding stock of any publicly-traded corporation shall not be deemed to be engaging solely by reason thereof in any of its businesses; provided, further, that the nothing in this Section 7.9(a) shall prevent the Sellers and the Stockholder from selling "commercial lines" insurance policies (including, without limitation, automobile insurance to commercial drivers, including, without limitation, taxi cab drivers) or serving as an upscale or upper-mid scale Hilton or Marriott hotelagent of Purchaser in the sale of private passenger automobile liability insurance products. The parties hereto agree that the covenant set forth in this Section 7.9 is reasonable with respect to its duration, as designated by the Xxxxx Travel Research, following the Closinggeographical area and scope. If Seller the final judgment of a court of competent jurisdiction declares that any term or Principals fail to keep and perform every covenant provision of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be 7.9(a) is invalid or unenforceable, such the Parties agree that the court making the determination of invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 Agreement shall be construed enforceable as an agreement independent of any other provision of this Agreement, and so modified after the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius expiration of the Property. Notwithstanding time within which the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would judgment may be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelappealed.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller Seller, Chartwell and the Principals (“Principals’) agree that from and after Closing and for a period of two five (25) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whatsoever in any business, whether as an a promoter, owner, officer, director, employee, partner, shareholder, member, lessee, lessor, lender, agent, consultant consultant, broker, commission salesman or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages engage in the new construction operation of an upscale a motel or upper-mid scale Hilton hotel or Marriott hotelany related business of a type competitive, directly or indirectly, with the business of Seller as designated conducted by the Xxxxx Travel Research, Buyer following the Closing. This noncompetition clause will exclude the already operational Hampton Inn and Fairfield Inn in Southaven, Mississippi and the Fairfield Inn & Suites and the Whispering Wxxxx Hotel in Olive Branch, Mississippi owned by the Principal. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an all of Southaven, Mississippi and any area located within a 3-mile radius 5 miles of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consenteach Hotel. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel Hotels and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the HotelHotels. Seller shall cause Chartwell and the Principals to execute a letter agreeing to the provisions of this Section 20 to be delivered to Buyer within 10 days of the Effective Date.

Noncompetition. In order to further induce (a) Seller and Buyer to enter into this Agreement and consummate agree that: (i) for a period of five years from the transactions contemplated hereunderClosing Date, Seller will not, and Principals will cause its current subsidiaries (“Principals’so long as they are such) agree and any future subsidiaries (so long as they are such) not to, engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as stockholders in any corporation or joint stock association, in any business that from competes with the Business as it exists on the Closing Date within the United States and Puerto Rico; PROVIDED that nothing herein shall prohibit the acquisition by Seller or any of its subsidiaries of a diversified company engaged in the Business if Seller shall, within 18 months after Closing the date of the closing of such acquisition, have disposed of the assets constituting the Business or ceased to engage in the Business such that Seller would no longer be in breach of this Section 5.07(a)(i); provided that prior to any such disposition, Seller shall have first offered to Buyer the assets constituting such Business for a cash price equal to the fair market value thereof as agreed to by the parties or, if the parties cannot agree, by an investment banking firm jointly selected by the parties and Buyer shall have 30 days to accept such offer; (ii) for a period of two (2) years thereafterfrom Closing Date, they shall Seller will not, within the Trade Area (as defined below) associate in any capacity as an ownerand will cause its subsidiaries not to, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant employ or otherwisesolicit, or have receive or accept the performance of services by any interest in current employee of the Company or any corporationSubsidiary (a) whose annual base compensation as of the date hereof exceeds $50,000 or (b) who is a technician; (iii) for a period of two years from the Closing Date, partnershipBuyer will not, joint venture and will cause its subsidiaries not to, employ or limited liability companysolicit, which engages in or receive or accept the new construction performance of an upscale or upper-mid scale Hilton or Marriott hotelservices by any employee of Seller as of the Closing Date who is a technician; PROVIDED, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of that this Section 205.07(a)(ii) and Section 5.07(a)(iii) shall not prohibit Seller, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition or any of their respective subsidiaries from general solicitation or advertising activities not targeted to any other remedies which Buyer may have. If any portion of current employee described in this Section 20 shall be invalid 5.07(a)(ii) or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area 5.07(a)(iii) and shall specifically enforce this Section for such activitynot apply to any person whose employment is terminated by Seller, time and geographic area. The covenants on Buyer or their respective subsidiaries without cause; and (iv) within five days after the part Closing Date, Seller will deliver to Buyer a list of all employees of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision the Closing Date who are technicians. (b) For the purposes of this Agreement, "BUSINESS" means (i) the provision of services related to (and including) the operation, leasing or maintenance of school buses and other transportation requirements of public and private school authorities and the existence operation or leasing of any claim passenger-related vehicles for commercial hire; (ii) the operation of passenger transit systems and provision of transit management, transportation and transit consulting services to or cause of action by Seller or Principals against Buyer for governmental and quasi-governmental authorities or any corporation affiliated with Buyerpolitical or other subdivision, whether predicated on department or branch thereof, utility companies, education authorities and municipal service providers; and (iii) the maintenance of equipment and vehicles and the provision of related consulting services, directly or indirectly, to or for governmental and quasi-governmental authorities or any political or other subdivision, department or branch thereof and utility companies and education authorities, except that this Agreement or otherwise, clause (iii) shall not constitute a defense apply to (1) military agencies and (2) the enforcement by Buyer existing maintenance agreement between Ryder and the City of said covenants. For purposes of this Section 20Tucson, “Trade Area” shall mean an area located within a 3-mile radius of the PropertyArizona. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursuethe definition of Business shall not include the provision of services described in subsections (i), which would be in violation (ii) and (iii) of this Section 20subsection, Seller must seek consent from Buyer in writing(A) at, for or relating to airports and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential airport-related facilities (including ground fleet and airport passenger and car rental shuttle services) other than, to the Buyer’s successful operation extent permitted by law, entities with whom either the Company or a Subsidiary has a contract at Closing; or (B) to non-governmental entities or, to the extent permitted by law, utility companies with whom neither the Company nor any of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the HotelSubsidiaries has any contract at Closing.

Noncompetition. In order consideration of the mutual covenants provided for herein to further induce Buyer to enter into this Agreement the Seller Entities at the Closing, during the period beginning on the Closing Date and consummate ending on the transactions contemplated hereunderthird anniversary of the Closing Date (the "NONCOMPETE PERIOD"), the Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter, they Entities shall not, within and the Trade Area Seller Entities shall cause their Affiliates to not, engage (as defined below) associate in any capacity whether as an owner, operator, manager, employee, officer, director, partnerconsultant, shareholderadvisor, memberrepresentative, lessee, lessor, agent, consultant or otherwise, ) directly or have any interest indirectly in any corporationAcquired Company's business as presently conducted which is the business that provides home or community based services to (i) at-risk children and youth who are behaviorally and/or medically involved, partnership(ii) individuals with mental retardation and/or development disabilities, joint venture (iii) individuals with acquired brain injury or limited liability company(iv) the elderly, which engages in each case, anywhere within the United States; provided, that engaging in the new construction existing business of an upscale or upper-mid scale Hilton or Marriott hotelthe Seller Entities and their other Affiliates (including, without limitation, participation in joint ventures) as designated currently conducted on the date hereof shall not be deemed a violation of the foregoing; provided further that ownership of less than 5% of the outstanding stock of any publicly traded corporation shall not be deemed to be engaging solely by reason thereof in any of its businesses. The Parties hereto agree that the Xxxxx Travel Researchcovenant set forth in this SECTION 9.5 is reasonable with respect to its duration, following the Closinggeographical area, and scope. If Seller the final judgment of a court of competent jurisdiction declares that any term or Principals fail to keep and perform every covenant provision of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be SECTION 9.5 is invalid or unenforceable, such the Parties agree that the court making the determination of invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 Agreement shall be construed enforceable as an agreement independent of any other provision of this Agreement, and so modified after the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius expiration of the Property. Notwithstanding time within which the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would judgment may be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelappealed.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate During the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing period of employment of Executive by the Corporation and for a period of two five (25) years thereafter, they shall the Executive will not, within the Trade Area (as defined below) associate in any capacity geographic area in which the Corporation is offering its services and products, without the prior written consent of the Corporation: (a) directly or indirectly engage in, (b) assist or have an active interest in (whether as an ownerproprietor, partner, investor, shareholder, officer, directordirector or any type of principal whatsoever), partner, shareholder, member, lessee, lessor, agent, consultant or otherwiseor (c) enter the employ of, or have act as agent for, or advisor or consultant to, any interest in any corporationperson, firm, partnership, joint venture association, corporation or limited liability companybusiness organization, entity or enterprise which engages is or is about to become directly or indirectly engaged in, any business which is competitive with any business of the Corporation or any subsidiary or affiliate thereof in which Executive is or was engaged; provided, however, that the new construction foregoing provisions of an upscale this paragraph 8 are not intended to prohibit and shall not prohibit Executive from purchasing, for investment, not in excess of 1% of any class of stock or upper-mid scale Hilton or Marriott hotel, as designated other corporate security of any company which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. Executive acknowledges that the breach by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant Executive of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines 8 would cause irreparable injury to the Corporation, acknowledges and agrees that remedies at law for any such breach will be inadequate and consents and agrees that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 Corporation shall be construed as an agreement independent entitled, without the necessity of proof of actual damage, to injunctive relief in any other provision of this Agreement, and proceedings which may be brought to enforce the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes provisions of this Section 20, “Trade Area” shall mean 8. Executive acknowledges and warrants that the Executive will be fully able to earn an area located within a 3-mile radius of adequate livelihood for the Property. Notwithstanding Executive and the foregoing, Executive's dependents if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, 8 should be specifically enforced against the Executive and Buyer that such enforcement will not unreasonably withhold consentimpair the Executive's ability to obtain employment commensurate with the Executive's abilities and fully acceptable to the Executive. The parties hereto acknowledge that If the restrictions scope of any restriction contained in this noncompetition agreement are essential Section 8 is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the Buyer’s successful operation of the Hotel maximum extent permitted by law and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property Executive and the HotelCorporation hereby consent and agree that such scope may be judicially modified in any proceeding brought to enforce such restriction.

Noncompetition. In order to further induce Buyer to enter into this Agreement (a) Except as otherwise provided herein, each of 4 Fini, Inc., Codikow & Carrxxx, X.C., and consummate the transactions contemplated hereunderCreative Artists Agency LLC hereby agrees that, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two three (23) years thereafterfrom and after the Closing Date, they neither such Seller nor any of such Seller's respective Affiliates shall, directly or indirectly, invest in (other than ownership of 2% or less of the outstanding stock of any corporation listed on the New York Stock Exchange, American Stock Exchange, or any foreign stock exchange, or included in the National Association of Securities Dealers Automated Quotation System), own, operate, control, advise, manage, serve as a director, officer, member, manager, or employee of, or act as a consultant to any musical festival that predominantly features rock musical performances in conjunction with any or all of the following extreme athletics: bungee-jumping, snowboarding, skateboarding, inline skating, wakeboarding, border cross, surfing, BMX bicycle riding, and/or motorcycle jumping demonstrations and/or competitions ("Competing Tour") in the Territory; provided, however, that the activities to be conducted by each of 4 Fini, Inc., Codikow & Carrxxx, X.C., Codikow, Carrxxx, Xxxxx & Xrofxxxx, XXP, and Creative Artists Agency LLC that are listed on Schedule 5.6 shall notnot be deemed to violate this section. Notwithstanding the foregoing or any other provision of this Agreement to the contrary: (i) in the event that Purchaser fails to satisfy its obligation under Section 6 of Exhibit B, within and the Trade Area Tour terminates as a direct result of such failure, then the provisions of this subsection shall be of no further force or effect as of the date that the Tour ceases operations; or (ii) in the event that the Tour is cancelled pursuant to Section 3(d) of Exhibit B, then this subsection shall survive for a period of three (3) years from the date that the Tour ceases operations. For purposes of this section, the term "directly or indirectly" shall include acts or omissions as defined below) associate in any capacity as an ownerproprietor, partner, joint venturer, employer, salesman, agent, employee, officer, director, partnermember, shareholdermanager, lender or consultant of, or owner of any interest in, any Person. (b) Until December 31, 2000, Vans, Inc. and its Affiliates shall not, directly or indirectly, engage in, invest in (other than ownership of 2% or less of the outstanding stock of any corporation listed on the New York Stock Exchange, American Stock Exchange, or any foreign stock exchange, or included in the National Association of Securities Dealers Automated Quotation System), own, operate, control, advise, manage, serve as a director, officer, member, lessee, lessor, agent, consultant or otherwisemanager, or have employee of, or act as a consultant to, any interest in any corporation, partnership, joint venture or limited liability company, which engages Competing Tour in the new construction Territory. Beginning January 1, 2001, so long as Vans, Inc. is a title sponsor of the Tour, neither Vans, Inc. nor any of its Affiliates shall be a title sponsor of any Competing Tour in the United States. If Vans, Inc. does not exercise any of its renewal options under that certain tour title sponsorship agreement with Purchaser, dated as of June 2000 ("Title Agreement"), then neither Vans, Inc. nor any of its Affiliates shall be a title sponsor of any Competing Tour in the United States for a period of one (1) year from the date that such tour title sponsorship agreement shall terminate in accordance with its terms. The restrictions in the foregoing sentence shall not apply if Vans, Inc. shall have exercised both option periods in the Title Agreement, and the Title Agreement is not renewed or extended upon the expiration of the second option period. (c) Each Seller agrees that, until the third (3rd) anniversary of the Closing Date, neither such Seller nor any of such Seller's respective Affiliates shall, directly or indirectly: (i) employ, solicit for employment or encourage to leave their employment, any permanent, full-time employee of the Company who is, or during the one-year period prior to such employment, solicitation or encouragement was, an officer or permanent full-time employee of the Company. (ii) knowingly disturb, or attempt to disturb, any business relationship between any third party and the Company; or (iii) make any statement to any third party, including the press or media, likely to result in adverse publicity for the Company. (d) In the event of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by actual breach of the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant provisions of this Section 20section by any Seller, Buyer shall be entitled to specifically enforce the same by injunction in equity Purchaser, in addition to any other remedies which Buyer may have. If any portion available to it for such breach, including the recovery of this Section 20 damages, shall be invalid or unenforceableentitled to: (i) an injunction restraining such Seller from such conduct; and (ii) withhold an amount reasonably related to such breach from amounts then remaining due to such Seller under this Agreement (including all exhibits and schedules attached hereto) until a final resolution of the dispute giving rise to such withholding, and the amounts so withheld shall be distributed in accordance with the resolution of such invalidity or unenforceability shall in no way be deemed or construed to affect in claims. (e) If at any way the enforceability time any of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 section shall be construed determined to be invalid or unenforceable by reason of being vague or unreasonable as an agreement independent to duration, area, scope of any activity or otherwise, then this section shall be considered divisible (with the other provision provisions to remain in full force and effect) and the invalid or unenforceable provisions shall become and be deemed to be immediately amended to include only such time, area, scope of activity and other restrictions, as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter, and each Seller expressly agrees that this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwiseas so amended, shall be valid and binding as though any invalid or unenforceable provision had not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained been included herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotel.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, (a) Seller and Principals (“Principals’) agree agrees that from and after Closing and for a period of two full years from the Closing Date, neither it nor any of the Shop Vac Affiliates shall: (2i) years thereafterengage, they shall noteither directly or indirectly, within the Trade Area (as defined below) associate a principal or for its own account or solely or jointly with others, or as stockholders in any capacity corporation or joint stock association, in any business that competes with the McCuxxxxx Business as an ownerit exists on the Closing Date worldwide; provided that nothing herein shall prohibit the acquisition by Seller or any of the Shop Vac Affiliates of a company having not more than 10% of its sales (based on its latest financial statements) attributable to any business that competes with the current McCuxxxxx Xxxiness and nothing shall prohibit Shop Vac and the Shop Vac Affiliates from carrying on its non McCuxxxxx Xxxiness, officerincluding, directorwithout limitation, partnerthe manufacture of electric motors, shareholderelectric parts (including, memberwithout limitation, lesseeground fault circuit interrupters), lessor, agent, consultant molded plastic parts or otherwiseother parts or products manufactured by Shop Vac or the Shop Vac Affiliates as part of their non-McCuxxxxx Business; (ii) employ or solicit, or have receive or accept the performance of services by, any interest employee of McCuxxxxx xx the McCuxxxxx Xxxsidiaries; or (iii) supply or assemble any products related to the manufacture and sale of chain saws, string trimmers, blowers (other than blowers as part of vacuum products manufactured by Shop Vac or a Shop Vac Affiliate sold other than under a trade mark xx the McCuxxxxx Xxxiness), hedge trimmers, lawn edgers, electric pressure washers or other outdoor lawn and garden equipment or accessories to any business anywhere in the world that competes with the McCuxxxxx Xxxiness as it exists on the Closing Date; provided, however, that this covenant shall not prohibit the (b) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any corporationrespect, partnershipsuch invalidity, joint venture illegality or limited liability companyunenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which engages is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the new construction extent such provision would be valid or enforceable under applicable law, a court of an upscale competent jurisdiction shall construe and interpret or upper-mid scale Hilton or Marriott hotelreform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as designated shall be valid and enforceable under such applicable law. Seller acknowledges that Buyer would be irreparably harmed by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant any breach of this Section 20, and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Seller agrees that Buyer shall be entitled to specifically enforce injunctive relief requiring specific performance by Seller of this Section, and Seller consents to the same by injunction in equity in addition entry thereof with respect to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelcovenant.

Noncompetition. In order to further induce Buyer to enter into this Agreement (a) Seller shall not, and consummate the transactions contemplated hereundershall not permit Affiliates controlled by it, Seller and Principals (“Principals’) agree that from and after the Closing and for until the seventh anniversary (subject to Section 6.7 of the Other Agreement relating to the sale of the stock of the Mexican Companies (the "Mexican SPA")) of the Closing Date to engage, whether or not such engagement shall be as a period of two (2) years thereafterpartner, they shall notstockholder, within the Trade Area (as defined below) associate Affiliate or other participant, in any capacity as an ownerCompetitive Business. Seller hereby agrees that in connection with a sale of all or a substantial portion of the assets or capital stock of any subsidiary, officerAffiliate or division of MagneTek that is, directorprior to such divestiture, partnerengaged in a Competitive Business, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest Seller will cause the purchaser in any corporation, partnership, joint venture or limited liability company, which engages in such transaction to agree to the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant terms of this Section 205.3; provided, however that, the foregoing shall not apply to the extent that such purchaser of such entity has for at least six months prior to the date of the closing of such transaction, been engaged in the ballast business in North America. Seller hereby agrees to give notice of any such sale to Buyer reasonably promptly after consummation thereof. As used herein, "Competitive Business" shall mean the design, development, manufacture, sale, and distribution of magnetic and electronic ballasts (a) for specific types of applications currently served by the Division, including but not limited to applications for use in fluorescent, compact fluorescent, high intensity discharge (HID), sign and neon lighting products and specialty ballasts for indoor tanning and transportation applications for use in buses and subway trains and (b) for future applications in commercial building, residential building and industrial building lighting fixtures in any city or county in any state of the United States or anywhere in North America. Anything in this Section 5.3 to the contrary notwithstanding, the acquisition by any Seller of any Person, less than 10% of the gross revenues of which are derived in a Competitive Business, shall not constitute a breach of this Section 5.3 if such Competitive Business of such Person is sold or otherwise disposed of or discontinued within the year following such acquisition. In addition, nothing in this Agreement shall prohibit Seller from acquiring no more than 2%, in the case of a privately held Person, and no more than 5%, in case of a Person whose securities are actively traded in any securities market worldwide, of the securities of any class of a Person engaged in a Competitive Business. (b) Subject to Section 6.7 of the Mexican SPA, the prohibition in Section 5.3(a) shall apply to all political subdivisions or regions in all states of the United States and all geographical areas in North America. Seller agrees that, in connection with the purchase by Buyer of the Assets (including the goodwill) of the U.S. Business, the time and geographic restrictions set forth above are reasonable. Seller agrees that the remedy at law for any breach by Seller of this Section 5.3 will be inadequate and that Buyer shall be entitled to specifically enforce injunctive relief. The parties intend that the same by injunction in equity in addition to unenforceability or invalidity of any other remedies which Buyer may have. If any portion term or provision of this Section 20 5.3 shall be invalid not render any other term or unenforceable, such invalidity provision contained herein unenforceable or unenforceability shall invalid. If the activities described in no way Section 5.3(a) or the period of time or the geographical area covered by this Section 5.3 should be deemed or too extensive by a court of competent jurisdiction, then the parties intend that this Section 5.3 be construed to affect in any way cover the enforceability maximum scope of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the business activities, period of time or geographic and geographical area hereinabove specified are too broad(not exceeding those specifically set forth herein) as may be permissible under applicable law. (c) Seller shall not, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activitynot permit Affiliates controlled by it, time from and geographic area. The covenants on after the part Closing until the second anniversary of Seller and Principals under this Section 20 shall be construed as an agreement independent the Closing Date induce any employee of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated the Division to terminate his or her employment with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotel.

Noncompetition. In order (a) Seller and each of the Principals hereby acknowledge that: (i) the agreements and covenants they are providing in this Section 7.01 are reasonable and necessary to further induce the protection of the Buyer Group's legitimate interests in the undertakings contemplated by this Agreement; (ii) Seller and each of the Principals have certain Knowledge of the business operations that may be required to ensure the effective and successful conduct of the Business, (iii) Buyer will be irreparably damaged and its substantial investment in the undertakings contemplated by this Agreement materially impaired if Seller and/or the Principals were to enter into an activity competing or interfering with the businesses of the Buyer Group in violation of the terms of this Section 7.01 or if they were to disclose or make unauthorized use of any confidential information concerning the Business or the Purchased Assets; (iv) the scope and length of the term of this Section 7.01 and the geographical restrictions contained herein are fair and reasonable and not the result of overreaching, duress or coercion of any kind and the full, uninhibited and faithful observance of each of the agreements and covenants contained in this Section 7.01 will not cause Seller or either Principal any undue hardship, financial or otherwise, and enforcement of each of the covenants contained in this Section 7.01 will not impair either Principal's ability, if he so desires, to engage in other business ventures acceptable to him or otherwise obtain income required for his profitable operation and the satisfaction of the needs of his creditors. (b) Seller and each of the Principals covenant and agree that they will not, and will cause their Affiliates not to, directly or indirectly, at any time from the date of this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing and continuing for a period of two five (25) years thereafterafter the Closing Date, they compete with Buyer or any of its Affiliates in the United States of America, directly or indirectly, whether for its own account or otherwise. As used in this Article VII, to "compete" shall notmean to, within the Trade Area (as defined below) associate in any capacity as an ownerdirectly or indirectly, own, manage, operate, join, control, be employed by, or become a director, officer, director, partner, shareholder, member, lessee, lessoremployee, agent, consultant broker, consultant, representative or otherwise, shareholder of a corporation or have any an owner of an interest in any corporationor an employee, partnershipagent, joint venture broker, consultant, representative or limited liability company, which engages partner of a partnership or in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability capacity whatsoever of any other portion form of this Section 20. If business association, sole proprietorship or partnership, or otherwise be connected in any court manner with the ownership, management or operation of any Person that engages in which Buyer seeks a business similar to have the provisions Business; provided, however, that nothing herein shall prevent Seller, the Principals or their Affiliates from (i) engaging in the temporary placement business of this Section 20 specifically enforced determines that the activitiesinformation technology personnel (including, time or geographic area hereinabove specified are too broadbut not limited to, such court may determine personnel as computer programmers or other similarly skilled individuals engaged in similar lines of work) or (ii) acquiring up to five percent (5%) of the securities of any company listed on a reasonable activity, time national securities exchange or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants quoted on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the HotelNasdaq Stock Market.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, (a) Seller and Principals (“Principals’) agree agrees that from and after Closing and for a period of two full years from the Closing Date, neither it nor any of its subsidiaries shall: (2i) years thereafterengage as a principal or for its own account, they shall notsolely or jointly with others, within the Trade Area (as defined below) associate or through any form of ownership in any capacity as an owneranother Person, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporationbusiness that directly competes with the Business as it exists on the Closing Date; or (ii) advise any customer or supplier of the Business with respect to its business relationship with the Business, partnershipother than by providing any warranty or fulfilling any pre-Closing obligations given to such customer or supplier. (b) Seller agrees that for a period of five full years from the Closing Date, joint venture neither it nor any of its subsidiaries shall employ or limited liability companysolicit, or receive or accept the performance of services by, any Transferred Employee. (c) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which engages is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the new construction extent such provision would be valid or enforceable under applicable law, a court of an upscale competent jurisdiction shall construe and interpret or upper-mid scale Hilton or Marriott hotelreform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as designated shall be valid and enforceable under such applicable law. Seller acknowledges that Buyer and Parent would be irreparably harmed by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant any breach of this Section 20, and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Seller agrees that Buyer and Parent shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion injunctive relief requiring specific performance of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this AgreementSection, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense consents to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelentry thereof.

Noncompetition. In order to further induce Buyer to enter into this Agreement Each of Medicis and consummate Ascent agrees that, in consideration of the consummation of the transactions contemplated by BioMarin Acquisition hereunder, Seller it shall not and Principals shall cause its Subsidiaries not to, at any time during the License Term, (“Principals’) agree that from whether acting alone or as a member of an Entity, and after Closing and for a period of two (2) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whether as an owneradvisor, principal, consultant, independent contractor, agent, partner, employee, officer, director, partner5% or greater equityholder or otherwise), shareholderanywhere in the world, member(a) engage in, lesseeown, operate, maintain or finance directly or indirectly any business or other enterprise engaged in the development, distribution, sale or commercialization of an oral liquid prednisolone sodium solution or oral dissolving tablet prednisolone product other than the ownership, operation and maintenance of the Licensed Assets or the Secondary ANDA as contemplated under the Supply Agreement, provided, however, that neither Ascent nor Medicis shall make, manufacture, market, sell, distribute, or develop any product under the Secondary ANDA, or (b) other than the transactions contemplated by this Agreement, the Securities Purchase Agreement, the Asset Purchase Agreement, the Transition Services Agreement, the Supply Agreement or the Lyne License, take any action that is designed or intended or would reasonably be expected to have the effect of discouraging any customer, supplier, lessor, agentlicensor or other business associate of the Pediatrics Business from maintaining a business relationship with BioMarin Acquisition after the Effective Date as it maintained with the Pediatrics Business prior to the Effective Date; provided, consultant further, that Medicis may continue to own the outstanding stock of Ascent and Ascent may continue to own the Licensed Assets and all rights necessary to perform its obligations under the Lyne License, the Transition Services Agreement and the Supply Agreement; provided further that, notwithstanding the foregoing, (a) Medicis may enter into a transaction or otherwiseseries of transactions that involves the acquisition by Medicis of another Entity whose activities, but for this proviso would violate this Section 6.2 so long as such activities are not primary but are merely ancillary to such Entity’s activities so long as Medicis terminates or have any interest in any corporationdivests such activities within a reasonable period of time following such acquisition not to exceed 180 days, partnershipand (b) Medicis may be acquired by merger with another Entity, joint venture or limited liability companywhere the stockholders of Medicis immediately prior to the merger own less than 50% of the surviving entity, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotelwhose activities, as designated by the Xxxxx Travel Researchbut for this proviso, following the Closingwould violate this Section 6.2. If Seller the final judgment of a court of competent jurisdiction declares that any term or Principals fail to keep and perform every covenant provision of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be 6.2 is invalid or unenforceable, the parties agree that the court making such determination of invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 Agreement shall be construed enforceable as an agreement independent of any other provision of this Agreement, and so modified after the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius expiration of the Property. Notwithstanding time within which the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would judgment may be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelappealed.

Noncompetition. (a) In order to further induce Buyer to enter into recognition of the highly competitive nature of IMI's business, the Licensors each covenants and agrees that he, she or it shall not, without the express prior written consent of IMI in each instance (which consent may be granted or denied by IMI in its sole and unfettered discretion), directly or indirectly from and after the date of this Agreement and consummate the transactions contemplated hereunder, Seller and Principals for one (“Principals’1) agree that year from and after Closing and for a period any termination of two this Agreement (2i) years thereafter, they shall not, within the Trade Area engage in (as defined below) associate in any capacity whether as an owner, officer, director, employee, partner, shareholderconsultant, member, lessee, lessoradvisor, agent, consultant sales representative, distributor, broker, marketing agent, trustee, joint venturer or otherwise) any business or other activity or activities which are competitive with the Automated Systems business of IMI, (ii) license to, or have otherwise permit the use, sale, development or manufacture of the Monolayer Products (or any interest of them or any portion or component thereof) by any party who shall or could use the Monolayer Products (or any of them or any portion or component thereof) in competition with IMI in connection with any Automated System or (iii) assist or facilitate any other person or entity in engaging in any corporationactivities prohibited to the Licensors under this Section 10(a). The foregoing notwithstanding, partnershipand except in cases where IMI exercises its contingent manufacturing rights as provided in Section 6(b) above, joint venture or limited liability company, which engages in the new construction event IMI obtains any reagent or device ancillary to a Monolayer Product from any party other than Licensor or a contractor or agent of an upscale or upper-mid scale Hilton or Marriott hotelLicensor, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer then thereafter Licensor shall be entitled free to specifically enforce sell such reagent or device to third parties. --------------- * DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) The Licensors each acknowledge and agree that the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability breach of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that 10 by any of the activitiesLicensors shall cause irreparable harm to IMI which shall not be adequately compensated by monetary damages. In recognition of this fact, time in the event of a breach or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce threatened breach of any of the provisions of this Section for 10 by any of the Licensors, and without the showing or proving of actual damages, it is agreed that, in addition to IMI's remedies at law, IMI shall be entitled to immediate equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available from any court of competent jurisdiction against the Licensors and any third parties whose joinder may be necessary to effect a full and complete relief from such activity, time and geographic areabreach or threat of breach. The covenants on the part of Seller and Principals under this Section 20 Nothing herein contained shall be construed as an agreement independent of prohibiting IMI from pursuing any other provision remedies available to it. The Licensors' respective duties and obligations under this Section 10 shall survive the termination or cancellation of this Agreement, and the existence of Agreement for any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity reason for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelone (1) year.

Noncompetition. In (a) As a condition to Buyers’ obligation to purchase the Purchased Assets and in order to further induce Buyer ensure to enter into this Agreement Buyers the full benefits of the Purchased Assets and consummate the transactions contemplated hereunderBusiness, Seller Sellers, jointly and Principals (“Principals’) severally, hereby covenant and agree that from and after Closing and for a period of two five (25) years thereafterafter the Closing Date (the “Noncompetition Period”), they shall not, within except for the Trade Area Permitted Activities (as defined below), none of Xxxxxxxxx, XX Brands, or RA Factors, Inc. (a direct wholly owned subsidiary of Remington), nor any other direct or indirect subsidiary of the Seller Group (now existing or formed in the future) associate (collectively, the “Seller Group”), nor any of Xxxxxx X. Xxxxxxx, Xxxx X. Little, and Xxxxxx X. Xxxxxxx XX, each of whom is a current employee of Remington (the “Employee Group”), will directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, or provide services for, or in any capacity as an ownermanner engage in, officerthe manufacture, directorsale, partner, shareholder, member, lessee, lessor, agent, consultant distribution or otherwise, or have any interest development of fishing line in any corporationarea of the world (collectively, partnership, joint venture or limited liability company, which engages in the new construction “Restricted Activities”). Sellers acknowledge that (a) any breach of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant covenants of this Section 20will result in irreparable damage and continuing injury to Buyers, Buyer shall be entitled to specifically enforce (b) the same by injunction covenants set forth in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable(a) are reasonably limited, such invalidity or unenforceability shall (c) the covenants set forth in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have (a) are reasonably necessary for the provisions protection of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this AgreementBuyers, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer (d) Buyers would not have entered into this Agreement but for the covenants of the Sellers contained herein. Therefore, in the event of any breach or threatened breach of the covenants in this Section, Sellers acknowledge that Buyers may be entitled, without limiting any other remedies, to an injunction restraining any Seller from committing any such violation. If, at the time of enforcement of this Section (a) 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. (b) The foregoing restrictive covenant shall not prohibit Sellers from engaging in the Restricted Activities as necessary to perform their obligations under this Agreement and the other Agreements contemplated by this Agreement (the “Permitted Activities”). (c) Remington shall bear full liability and responsibility for any breaches of the covenants set forth in Section 6.3(a) above by: (i) Remington, (ii) the other members of the Seller Group to the extent of any breaches which occur during the time such Person is a member of the Seller Group, and (iii) each member of the Employee Group to the extent of any breaches which occur during the time such Person is employed by Remington or any other member of the Seller Group and during the time following the termination of the Person’s employment in which that Person is subject to an enforceable covenant not to compete arising under the Person’s existing employment agreement with Remington. Remington hereby covenants and agrees to enforce (and shall cause its Affiliates within the Seller Group to enforce) all of the contractual rights of the Seller Group against any such breaching member of the Seller Group or Employee Group which is subject to enforceable contractual obligations, as applicable, to prevent or stop any such breach by any such Person. (d) Sellers further covenant and agree that during the Noncompetition Period none of the Seller Group shall license or grant any rights to any third party to use any trademark owned by any member of the Seller Group in connection with the sale, manufacture, distribution, development or design of Products (as defined herein) in any area of the world. For purposes of this Section 6.3(d), “Products” shall mean fishline, including all packaging, advertising and marketing materials relating thereto (provided, this definition shall be strictly construed). Each Buyer covenants and agrees that nothing herein shall give to such Buyer or any of its Affiliates any right, title or interest in any trademark owned by either Seller after the Effective Time (except for the inducement licensed rights specifically granted pursuant to the Remington License Agreement), and that each and every part of any such trademark of either Seller is, and is to be and continue, the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means sole property of protecting Buyer’s legitimate business interests in the Property and the Hotelsuch Seller.

Noncompetition. In order to further induce Buyer to enter into this Agreement Each of Seller, Optionee and consummate the transactions contemplated hereunderXxx and their respective Affiliates covenant and agree that, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two three years from and after the Closing Date, it shall not (2i) years thereaftercompete with Buyers, they shall notdirectly or indirectly, within the Trade Area (whether individually or as defined below) associate in any capacity as an owner, officerstockholder, member, director, partner, shareholder, member, lessee, lessor, agent, consultant consultant, employee, independent contractor or otherwise, or have any interest in of any corporation, partnership, joint venture proprietorship or limited liability companyother business organization or association, which engages in the new construction development or marketing of an upscale any computer software program that performs or upper-mid scale Hilton or Marriott hotel, as designated is intended to perform functions substantially similar to any of those performed by the Xxxxx Travel ResearchProducts at Closing or (ii) offer employment to, following or induce or attempt to induce any director, officer, employee, agent, or customer, supplier or lessor of BMC or its subsidiaries to terminate such position or relationship with BMC or its subsidiaries. Notwithstanding anything to the Closingcontrary contained herein, Seller and Xxx and their respective Affiliates shall not be prohibited from (x) making minority, passive investments in companies whose securities are publicly traded and that compete with Buyers or any of their assigns or (y) marketing computer software programs that perform or are intended to perform functions substantially similar to existing Enlighten and COS/MANAGER software products currently distributed by Seller. If Seller and Xxx acknowledge that this covenant not to compete is ancillary to the sale of certain assets of Seller s and Xxx s businesses from which Seller and Xxx will receive good and valuable financial consideration, is reasonably necessary to protect the Assets being acquired by Buyers and does not impose an undue or Principals fail to keep and perform every covenant of this Section 20unreasonable hardship upon Seller, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may haveOptionee or Xxx. If If, however, any portion of this Section 20 covenant is found by a court of competent jurisdiction to be unreasonable, Seller, Optionee and Xxx agree that the covenant shall be invalid or unenforceablereformed by the court whereby it is reasonable and, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activitiesas reformed, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and enforced by the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Propertycourt prospectively. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursueit is hereby agreed that any performance by Seller, which would Optionee or Xxx of their obligations required under this Agreement, including without limitation, all obligations under the Retained Distribution Agreements or Retained Licenses or under Section 9.05 hereof shall not be in violation considered a default of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent9.01. The parties hereto acknowledge agree that $750,000 of the restrictions in consideration payable to BMC is allocable to this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelcovenant.

Noncompetition. In order to further induce Buyer to enter into consideration of the premises, covenants and other valuable consideration provided by Mannatech in this Agreement Agreement, and consummate specifically in exchange for the transactions contemplated hereunderpromises and consideration provided by Mannatech herein and subject thereto, Seller and Principals Xxxx further agrees as follows: (“Principals’a) agree that from and after Closing and for a period of two (2) years thereafter, they Xxxx shall not, within the Trade Area (as defined below) associate directly or indirectly for himself or for others, in any capacity geographic area or market where Mannatech or any of its Affiliates are conducting any business as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant of the date of the termination of the employment relationship or otherwisehave during the previous twelve months conducted such business: (i) Engage in any business competitive with the business conducted by Mannatech; (ii) Render advice or services to, or have otherwise assist, any interest other person, association or entity who is engaged, directly or indirectly, in any corporationbusiness competitive with the business conducted by Mannatech with respect to such competitive business; or (iii) Induce any employee of Mannatech or any of its Affiliates to terminate his or her employment with Mannatech or such Affiliates, partnership, joint venture or limited liability company, which engages hire or assist in the new construction hiring of an upscale any such employee by any person, association, or upper-mid scale Hilton entity not affiliated with Mannatech, provided; however, that Xxxx shall be free to hire Xxxxxxxx Xxxxxx. (b) The noncompetition obligations contained herein shall apply throughout the duration of the period during which Xxxx is receiving any payment or Marriott hotelbenefits pursuant to this Agreement. (c) Xxxx understands that the restrictions set forth above may limit his ability to engage in certain businesses anywhere in the world during the period provided for above, as designated but acknowledges that he will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Xxxx acknowledges that money damages would not be a sufficient remedy for any breach of his noncompetition obligations hereunder by the Xxxxx Travel ResearchXxxx, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer Mannatech shall be entitled to specifically enforce the same provisions of these noncompetition obligations by injunction in equity terminating any payments then owing to him under this Agreement and/or to specific performance and injunctive relief as remedies for such breach of the noncompetition obligations contained herein, but shall be in addition to all remedies available at law or in equity to Mannatech, including without limitation, the recovery of damages from Xxxx and Xxxx'x agents involved in such breach and remedies available to Mannatech pursuant to other agreements with Xxxx. (d) It is expressly understood and agreed that Mannatech and Xxxx consider the restrictions contained in this Agreement to be reasonable and necessary to protect the proprietary information of Mannatech. Nevertheless, if any other remedies which Buyer may have. If any portion of this Section 20 shall the aforesaid restrictions are found by a court having jurisdiction to be invalid unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, such invalidity or unenforceability shall in no way the parties intend for the restrictions therein to be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, modified by such court may determine a so as to be reasonable activityand enforceable and, time or geographic area and shall specifically enforce this Section for such activityas so modified by the court, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall to be construed as an agreement independent of any other provision of this Agreementfully enforced, and the existence remaining provisions of any claim or cause the noncompetition obligations contained herein and the remainder of action by Seller or Principals against Buyer this Agreement shall not be affected thereby, and shall remain in full force and effect. (e) Nothing in this Agreement shall prevent Xxxx from practicing as a Certified Public Accountant, or any corporation affiliated other gainful employment, including employment as a financial executive, provided that the business operations of Xxxx or any employer are not in direct or indirect competition with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenantsMannatech. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would To be in violation competition with Mannatech, the business operations of this Section 20, Seller Xxxx or any employer of Xxxx must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge involve the sale of products that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelcompetitive with Mannatech.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, (a) Seller and Principals (“Principals’) agree agrees that from and after Closing and for a period of two (2) five years thereafterfrom the Closing Date, they neither it nor any of its Subsidiaries shall notengage, within the Trade Area (either directly or indirectly, as defined below) associate a principal or for its own account or solely or jointly with others, or as shareholders in any capacity as an ownercompany or partnership anywhere in the world, officerin the business of manufacturing or selling to third parties any products manufactured or sold by the Division on or prior to the Closing Date (other than with respect to Electronic Controls assembled on Machines sold by Seller); provided that nothing herein shall prohibit (i) the acquisition by Seller or any of its Subsidiaries of a diversified company having not more than (x) 10% of its sales (based on its latest published annual audited financial statements) attributable to any business that competes with the Transferred Business or (y) $5,000,000 in annual sales to third parties in such competing business, director(ii) the exercise of Seller's rights (if any) under the Electronic Controls Supply Agreement, partner, shareholder, member, lessee, lessor, agent, consultant (iii) the sale by Seller of Excluded Inventory to third parties and (iv) the sale by Seller to third parties of service parts for products manufactured or otherwisesold by the Division. (b) It is the intention of the parties that if any of the restrictions or covenants contained herein held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or have any interest in any corporationway construed to be too broad or to any extent invalid, partnershipsuch provision shall not be construed to be null, joint venture void and of no effect, but to the extent such provision would be valid or limited liability companyenforceable under applicable law, which engages in a court of competent jurisdiction shall construe and interpret or reform this Section 4.5 to provide for a covenant having the new construction of an upscale or upper-mid scale Hilton or Marriott hotelmaximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as designated shall be valid and enforceable under such applicable law. Seller acknowledges that Purchaser would be irreparably harmed by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant any breach of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines 4.5 and that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which there would be no adequate remedy at law or in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential damages to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except compensate Purchaser for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelany such breach.

Noncompetition. In order consideration of the purchase by the Buyer of the Common Stock and good will of the Company and of the mutual covenants provided for herein to further induce Buyer each Significant Seller (other than ARAMARK Organizational Services, Inc., successor by merger to enter into this Agreement ARAMARK Health & Education Services, Inc. ("Aramark")) and consummate each Individual Covenantor (collectively, the transactions contemplated hereunder"Covenantors"), except as otherwise agreed by the Buyer, each Significant Seller (other than Aramark) agrees to not engage and Principals agrees to cause Holdings and its Subsidiaries to not engage and each Individual Covenantor agrees to not engage (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whether as an owner, operator, manager, employee, officer, director, partnerconsultant, shareholderadvisor, memberrepresentative, lessee, lessor, agent, consultant or otherwise) directly or indirectly in the Military Line of Business during the Noncompete Period applicable thereto or in the Non-Military Line of Business during the Noncompete Period applicable thereto. Notwithstanding anything to the contrary herein, the provisions of this Section 12.1(a) and the provisions of Section 12.1(b) shall be subject to the following limitations: (i) such Sections shall not apply to any Affiliates of the Significant Sellers (other than Aramark and Holdings and its Subsidiaries and the Individual Covenantors); (ii) if Holdings or have its Subsidiaries are acquired by a third party, the provisions of such Sections shall not apply to such third party (but shall continue to apply to the acquired Persons); (iii) ownership of less than 5% of the outstanding stock of any publicly traded corporation shall not be deemed to be engaging solely by reason thereof in any of its businesses; and (iv) no Person shall be deemed to be in breach of such Sections solely as a result of owning a direct or indirect interest in any corporation, partnership, joint venture or limited liability company, which a business whose other owner engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotelactivities prohibited hereunder. The parties hereto agree that, as designated by if the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of set forth in this Section 20, Buyer shall be entitled 12 is determined to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such the parties agree that the court making the determination of invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 Agreement shall be construed enforceable as an agreement independent so modified after the expiration of any other provision of this Agreementthe time within which the judgment may be appealed. Notwithstanding anything herein to the contrary, the Sellers and their Affiliates and the existence Holdings and its Subsidiaries may continue to engage in or to pursue healthcare business operations in military penal facilities and in community hospitals where such business is, or is part of, the delivery of any claim correctional healthcare, behavioral or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelsubstance abuse treatment.

Noncompetition. In order to further induce Buyer to enter into this Agreement (a) The Seller acknowledges that the business of the Center is intensely competitive. Accordingly, the Seller agrees on its own behalf and consummate the transactions contemplated hereunderon behalf of Callaway and their respective Affiliates that they shall not, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two five (25) years thereafterafter the date hereof unless otherwise agreed upon by the parties pursuant to a written agreement, they shall notdirectly or indirectly, within through a corporation or subsidiary, individually or in partnership or in conjunction with another person or persons, firm or corporation, own, manage, operate, join, control, take a royalty from or participate in the Trade Area ownership (other than through ownership of 2% or less of the outstanding stock of a publicly traded company), management, operation or control of, or be connected as defined below) associate in any capacity as an ownera director, officer, directoremployee, partner, shareholder, member, lessee, lessor, agent, consultant or otherwiseotherwise with, any profit or have any interest in any corporation, partnership, joint venture non-profit business or limited liability company, which engages organization anywhere in the new construction of an upscale world, that directly or upper-mid scale Hilton indirectly through subsidiaries owns or Marriott hoteloperates a recreational golf center, as designated by golf training facility or golf performance center anywhere within Clark County, Nevada. (b) The Seller agrees that the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of covenants set forth in this Section 209.5 are reasonable and necessary for the protection of the business and goodwill of the Center and the Acquired Assets. Each party also acknowledges that any violation of the covenants contained herein will cause immeasurable and irreparable damage to the Buyer and that the remedies at law for any such breach will be inadequate. Accordingly, Buyer shall be entitled to specifically enforce each agrees that if any party breaches any of the same by injunction covenants contained in equity this Section 9.5 in addition to any other remedies remedy which Buyer may have. If be available at law or in equity, the non-breaching party shall be entitled to seek specific performance and injunctive relief, without posting bond or other security or showing actual damages. (c) In the event any portion of the covenants in this Section 20 9.5 shall be invalid determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or unenforceable, such invalidity over too great a geographical area or unenforceability shall in no way be deemed or construed to affect by reason of its being too extensive in any way other respect, it shall be interpreted to extend only over the enforceability maximum period of any time of which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other portion of this Section 20. If any respects as to which it may be enforceable, all as determined by such court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelaction.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder(a) Seller agrees that neither it nor any of its Affiliates shall, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) full years thereafterfrom the Closing Date, they shall notengage, within the Trade Area (either directly or indirectly, as defined below) associate a principal or for its own account, solely or jointly with others, or as a stockholder in any capacity as an ownercorporation or joint stock association, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporationbusiness similar to the Business. (b) It is expressly agreed that the provisions of Paragraphs 5.01(a) shall not apply to the ownership of securities listed on a stock exchange or traded on the over-the-counter market which represent ten percent (10%) or less of the shares of that class of securities which are issued and outstanding. (c) If any provision contained in this Section shall for any reason be held invalid, partnershipillegal or unenforceable in any respect, joint venture such invalidity, illegality or limited liability companyunenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which engages is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the new construction extent such provision would be valid or enforceable under applicable law, a court of an upscale competent jurisdiction shall construe and interpret or upper-mid scale Hilton or Marriott hotelreform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as designated shall be valid and enforceable under such applicable law. Seller acknowledges that Buyer would be irreparably harmed by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant any breach of this Section 20, and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Seller agrees that Buyer shall be entitled to specifically enforce the same injunctive relief requiring specific performance by injunction in equity in addition to any other remedies which Buyer may have. If any portion Seller of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this AgreementSection, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense consents to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelentry thereof.

Noncompetition. In order to further induce Buyer to enter into this Agreement Sellers, and consummate the transactions contemplated hereundereach of them, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter36 months following the Closing Date, they shall not, within the Trade Area (as defined below) associate directly or indirectly, own, operate, participate in any capacity or be connected with, as an owner, officer, directorconsultant, employee, partner, shareholder, member, lessee, lessor, agent, consultant stockholder or otherwise, or have any interest in any corporationbusiness, individual, partnership, joint venture firm, corporation or other entity engaged in any business engaged in by Summit or by Purchaser including, but not limited liability companyto, manufacturing, selling or distributing products or providing services which engages are competitive with the products and services of Summit or Purchaser. Nothing herein shall prohibit Sellers from owning not more than five percent of the outstanding shares of a publicly held corporation if such ownership does not involve managerial or operational responsibility. The restrictions described in this paragraph shall apply only with respect to the new construction market areas in which Summit or Purchaser has operations or employees as of an upscale the Closing Date. If Summit or upper-mid scale Hilton Purchaser has operations or Marriott hotel, employees within a standard metropolitan statistical area as designated by the Xxxxx Travel ResearchFederal Government, following the Closingterm "market area" shall be that standard metropolitan statistical area. If Seller In all other cases, the term "market area" shall mean the county where Summit or Principals fail Purchaser has operations or employees and all of the counties adjacent thereto. Sellers agree that the foregoing restrictions are reasonable both as to keep time and perform every covenant geographical extent given the nature and scope of Summit's and Purchaser's present businesses. The invalidity or non- enforceability of this Section 20, Buyer subsection in any respect shall not affect the validity or enforceability of this subsection in any other respect or of any other provisions of this Agreement. In the event that any provision of this subsection shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be held invalid or unenforceableunenforceable by a court of competent jurisdiction by reason of the geographic or business scope or the duration thereof, such invalidity or unenforceability shall in no way be deemed attach only to the scope or construed to affect in any way the enforceability duration of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area provision and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of not affect or render invalid or unenforceable any other provision of this Agreement, and and, to the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyerfullest extent permitted bylaw, whether predicated on this Agreement shall be construed as if the geographic or otherwise, shall business scope or the duration of such provision had been more narrowly drafted so as not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelinvalid or unenforceable.

Noncompetition. In order (a) Each Seller agrees that for a period of five full years after the Closing Date, neither it nor any of its Affiliates shall engage anywhere in the world, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as a stockholder in any corporation or joint stock association, in the manufacture and/or sale or cardiac arrhythmia devices in competition with the products of the Business (a "Competing Business"); provided that nothing herein shall prohibit (x) the acquisition or ownership of up to further induce Buyer to enter into this Agreement 5% of the outstanding voting securities of any corporation or other person which is publicly owned or (y) the ownership and consummate disposition of the transactions contemplated hereunder, Excluded Assets. (b) Each Seller and Principals (“Principals’) agree agrees that from and after Closing and for a period of two years after the Closing Date, it will not employ any Transferred Employee without Buyer's written consent, except that this section shall not apply to any such employee whose employment has been terminated by Buyer (2or any affiliate of Buyer), or to the retention of the Consultants pursuant to the Consulting Agreements. (c) years thereafterIf any provision contained in this section shall for any reason be held invalid, they shall not, within the Trade Area (as defined below) associate illegal or unenforceable in any capacity respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this section shall be construed as an ownerif such invalid, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant illegal or otherwiseunenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or have any interest in any corporationway construed to be too broad or to any extent invalid, partnershipsuch provision shall not be construed to be null, joint venture void and of no effect, but to the extent such provision would be valid or limited liability companyenforceable under applicable law, which engages in a court of competent jurisdiction shall construe and interpret or reform this section to provide for a covenant having the new construction of an upscale or upper-mid scale Hilton or Marriott hotelmaximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as designated shall be valid and enforceable under such applicable law. Each Seller acknowledges that Buyer would be irreparably harmed by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant any breach of this Section 20, section and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Each Seller agrees that Buyer shall be entitled to specifically enforce the same injunctive relief requiring specific performance by injunction in equity in addition to any other remedies which Buyer may have. If any portion it of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreementsection, and the existence of any claim or cause of action by each Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense consents to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelentry thereof.

Noncompetition. In (a) Shareholders represent, warrant, acknowledge, and agree as follows: (i) Shareholders (individually and through FCL) are engaged in the operation of the Business at various locations in Florida; (ii) Buyer is purchasing from Shareholders the stock of FCL, together with its goodwill, and will continue and expand the Business that previously has been conducted by FCL; (iii) the restrictive covenants contained in this Section 9.2 (collectively “Restrictive Covenants”) are an essential part of this Agreement in order to further induce protect Buyer’s legitimate interests, including Buyer’s interest in the stock and goodwill Buyer is acquiring; (iv) the Restrictive Covenants are reasonable, valid, and enforceable in geographic, temporal, and subject matter scope and in all other respects; (v) Buyer is proceeding with the acquisition in reliance upon Shareholders’ commitment to enter into abide by the Restrictive Covenants; and (vi) compliance with the Restrictive Covenants will not give rise to any hardship for Shareholders as they have independent means and sufficient income to be fully self-supporting without competing with Buyer in the Business or otherwise violating the Restrictive Covenants. (b) Accordingly, Shareholders agree to be bound by the Restrictive Covenants, it being the intent and spirit of the parties that the noncompetition agreement and other limitations in the Restrictive Covenants shall be valid and enforceable in all respects. Compliance by Shareholders with the non-competition provisions of this Agreement and consummate the transactions contemplated hereunderother limitations in the Restrictive Covenants is independent of the obligation of Buyer to pay the amounts set forth herein or in any ancillary employment or consulting agreement or other document referenced or exhibited herein. (c) For five (5) years following the Closing (the “Stock Sale Restricted Period”), Seller and Principals regardless of whether Deligdish remains engaged, retained or employed with FCL or Buyer, Deligdish shall not in any city, town, county, or other municipality in the State of Florida (the “Principals’Restricted Territory”), directly or indirectly, (1) agree that from and after Closing and for a period of two engage in the Business; (2) years thereafterenter the employ of, they shall notor render any services to or for, within any person or entity that engages in the Trade Area Business; or (as defined below3) associate maintain or acquire an interest in any capacity entity that engages in the Business in any capacity, including as an ownerindividual, partner, shareholder, officer, director, principal, agent, trustee, employee or consultant; provided, however, Shareholders may own, directly or indirectly, solely as a passive investment, securities of any entity traded on any national securities exchange or automated quotation system of which Shareholders, individually or in the aggregate, are not a controlling Person of, or a member of a group which controls, such entity and do not, directly or indirectly, “beneficially own” (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended, without regard to the 60 day period referred to in Rule 13d-3(d)(1)(i)) five percent (5%) or more of any class of securities of such entity. (d) During the Stock Sale Restricted Period, regardless of whether Xxxxxxx remains engaged, retained or employed with FCL or Buyer, Xxxxxxx shall not in any city, town, county, or other municipality in the Restricted Territory, directly or indirectly, (1) engage in the Business; (2) enter the employ of, or render any services to or for, any person or entity that engages in the Business; or (3) maintain or acquire an interest in any entity that engages in the Business in any capacity, including as an individual, partner, shareholder, memberofficer, lesseedirector, lessorprincipal, agent, trustee, employee or consultant; provided, however, Shareholders may own, directly or indirectly, solely as a passive investment, securities of any entity traded on any national securities exchange or automated quotation system of which Shareholders, individually or in the aggregate, are not a controlling Person of, or a member of a group which controls, such entity and do not, directly or indirectly, “beneficially own” (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended, without regard to the 60 day period referred to in Rule 13d-3(d)(1)(i)) five percent (5%) or more of any class of securities of such entity. (e) During the Stock Sale Restricted Period, Shareholders shall not, (i) solicit, induce, approach, or attempt to solicit, induce, or approach any person known to be an employee or contractor of FCL, as of or prior to the Closing (a “Pre-Closing FCL Person”) to terminate his, her, or its employment or other relationship with FCL, Buyer or any affiliate, or any of their successors or assigns for the purpose of becoming professionally affiliated or to work with any Shareholder, or any entity of which any Shareholder is or becomes a partner, shareholder, principal, member, officer, director, agent, trustee, employee, or consultant, or (ii) otherwise encourage any Pre-Closing FCL Person to terminate his, her, or its employment or other relationship with FCL, Buyer or any affiliate, or any of their successors or assigns for any purpose or no purpose; provided, however, that Shareholders may engage in general solicitations of employment including by means of general advertising and search firm activity not targeted at Pre-Closing FCL Persons or hire any Pre-Closing FCL Person who is terminated, post-Closing, by FCL, Buyer or any affiliate without cause (provided for the avoidance of doubt that Shareholders may not hire any other Pre-Closing FCL Person). (f) During the Stock Sale Restricted Period, Shareholders shall not, directly or indirectly, (i) solicit, induce, or approach or attempt to solicit, induce, or approach any customer, client, vendor, supplier or consultant of FCL, as of or prior to the Closing (a “Pre-Closing Customer”) to terminate his, her, or its relationship with FCL or Buyer, or any of its successors or assigns related to the Business, for any purpose, including without limitation the purpose of becoming a customer, client, vendor, supplier or consultant, whether or not exclusive, of any Shareholder, or any entity of which any Shareholder is or becomes a partner, shareholder, principal, member, officer, director, agent, trustee, employee, trustee or consultant, or (ii) otherwise solicit, induce, approach or attempt to solicit, induce, or approach any Pre-Closing Customer to terminate his, her, or its relationship with FCL, Buyer or any affiliate, or any of its successors or assigns for any other purpose or no purpose. (g) If any Shareholder breaches, or threatens to commit a breach of, any of the provisions of this Agreement, FCL, Buyer and their successors or assigns shall have the following rights and remedies (in addition to, and not in lieu of, any other rights or remedies set forth in this Agreement or in any ancillary Agreement including, without limitation, Shareholders’ employment and consulting agreements, each of which shall be independent of the others and severally enforceable, and the rights and remedies available to FCL or Buyer in each of which shall be in addition to, and not in lieu of, any other rights or remedies available to FCL, Buyer or their successors or assigns at law or in equity under the Agreement or otherwise): (i) The right and remedy to have each and every one of the Restrictive Covenants specifically enforced and the right and remedy to obtain injunctive relief, it being agreed that any breach or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability threatened breach of any other portion of this Section 20. If any court in which the Restrictive Covenants would cause irreparable injury to Buyer seeks and its successors or assigns and that money damages would not provide an adequate remedy to have Buyer and its subsidiaries, affiliates, successors or assigns. (ii) In view of Shareholders’ acknowledgement that the Restrictive Covenants, including without limitation the provisions of this Section 20 specifically enforced determines 9.2 and other agreements, are reasonable and valid in geographic, temporal and subject matter scope and in all other respects and are necessary to protect Buyer’s legitimate business interests, including its interest in the stock and goodwill of FCL, should any court determine that any such covenant or agreement, or any part thereof, is invalid or unenforceable: (A) the activitiesremainder of such covenants and agreements shall not thereby be affected and shall be given full effect without regard to the invalid portions; and (B) such court shall have the power to reduce the scope of such provision to the extent necessary to make such provision enforceable and, time or geographic area hereinabove specified are too broadin its reduced form, such court may determine a reasonable activity, time or geographic area and provision shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall then be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense enforceable to the enforcement maximum extent permitted by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. law. (h) Notwithstanding the foregoing, if an opportunity at all times during the Stock Sale Restricted Period, Buyer agrees that Deligdish shall be permitted to engage in the following Permitted Activities: (i) serve as a consultant or advisor for new development exists Florida Society of Clinical Oncology, the Association of Value-Based Cancer Care, Oncology Resource Networks, Blue Cross Blue Shield of Florida, or any similar group organization or third party payor, including providing services to such entities in substantially the same manner as Deligdish provides as of the date hereof; or (ii) own, operate or provide medical director services to (A) any laboratory, including Melbourne Medical Laboratory, that is physician-office laboratory, hospital-owned laboratory, or part of a Accountable Care Organization having similar characteristics of ownership and operation, and (B) to provide medical director services to such other laboratories with respect to which Seller would like to pursueBuyer gives its prior written consent, which would shall not be unreasonably withheld. Nothing contained in violation this Section 9.2(h) shall be construed to relieve Deligdish from the covenants of this Section 209, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential other than his right to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests engage in the Property and the HotelPermitted Activities.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, (a) Each Seller and Principals (“Principals’) agree Individual agrees -------------- that from and after Closing and for a period of two one (21) years thereafterfull year from the Closing Date, they neither he nor any of his Affiliates shall notengage, within the Trade Area (either directly or indirectly, as defined below) associate a principal or for his own account or solely or jointly with others, or as a stockholder in any capacity corporation or joint stock association, in business as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant a specialist (or otherwiseequivalent status), or have any interest apply for registration as a specialist, in any corporationstock or option in which the Company or the Buyer is engaged, partnership, joint venture either individually or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hoteljointly with others, as designated a specialist (or equivalent status) at the date hereof; provided that nothing herein shall prohibit the acquisition by such Seller -------- Individual or any of its Affiliates of (i) less than 1% of the Xxxxx Travel Researchsecurities of a publicly traded company or (ii) a diversified company having not more than 1% of its sales (based on its latest published annual audited financial statements) attributable to such business. Notwithstanding anything to the contrary in this Section 7.4(a), following this Section 7.4(a) shall not be construed to prohibit any Seller Individual from engaging in business as a specialist employed by, or otherwise acting on behalf of, the ClosingBuyer. (b) Each of NDB and SHD agrees that for a period of one (1) full year from the Closing Date, neither it nor any of its Subsidiaries shall engage, either directly or indirectly, in business as a specialist, or apply for registration as a specialist, on the New York Stock Exchange in any stock in which the Company is engaged, as a specialist on the New York Stock Exchange at the date hereof; provided that nothing herein shall prohibit the acquisition by -------- NDB or any of its Subsidiaries of (i) less than 5% of the securities of a publicly traded company or (ii) a diversified company having not more than 1% of its sales (based on its latest published annual audited financial statements) attributable to such business. (c) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. Such Seller or Principals fail to keep and perform every covenant acknowledges that the Buyer would be irreparably harmed by any breach of this Section 20, and that there would be no adequate remedy at law or in damages to compensate the Buyer for any such breach. Such Seller agrees that the Buyer shall be entitled to specifically enforce the same injunctive relief requiring specific performance by injunction in equity in addition to any other remedies which Buyer may have. If any portion such Seller of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this AgreementSection, and the existence of any claim or cause of action by such Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense consents to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelentry thereof.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing and for For a period of two three (23) years thereafterfollowing the Termination Date, they shall not, within the Trade Area Executive will not engage (as defined below) associate in any capacity whether as an owner, operator, manager, employee, officer, director, partnerconsultant, shareholderadvisor, memberrepresentative, lessee, lessor, agent, consultant or otherwise, or have any interest ) directly in any corporationbusiness that commercially manufactures, partnershipsells or markets products that have substantially the same functional attributes of the products of the business of designing, joint venture or limited liability companymanufacturing and selling proprietary radio frequency power amplifiers, which engages filters, tower mounted amplifiers and network enhancement products and services (the “Business”). The parties hereto agree that the covenants set forth in the new construction of an upscale or upper-mid scale Hilton or Marriott hotelthis Section 13 are reasonable with respect to their duration, as designated by the Xxxxx Travel Researchgeographical area, following the Closingand scope. If Seller the final judgment of a court of competent jurisdiction declares that any term or Principals fail to keep and perform every covenant provision of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be 13 is invalid or unenforceable, such the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. The covenants contained in no way this Section 13 shall be construed as a series of separate covenants, one for each county, city and state of any geographic area where any Business is carried on by the Company or its successors and assigns. Except for geographic coverage, each such separate covenant shall be deemed or construed identical in terms to affect the covenants contained in this Section 13. If, in any way judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or portions thereof) shall be eliminated from this Agreement to the enforceability of any other portion of this Section 20extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. If any court in which Buyer seeks to have In the event that the provisions of this Section 20 specifically enforced determines 13 are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable laws. Executive shall give written notice to the Company of any proposed activity that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area might be prohibited by this Section and shall specifically enforce this Section for describe the proposed activity in reasonable detail in such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelnotice.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder(a) Seller agrees, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) full years thereafterafter the Closing Date, they shall notneither it nor any of the controlled Affiliates (including Beijing WFOE) shall: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as shareholders or other investor in any company or other entity, in any business that competes with the Business as it exists on the Closing Date within the Trade Area PRC; or (as defined belowii) associate employ or solicit, or receive or accept the performance of services by any directors, officers or employees of Buyer or its Affiliates. (b) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any capacity respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as an ownerif such invalid, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant illegal or otherwiseunenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by Applicable Law, or have any interest in any corporationway construed to be too broad or to any extent invalid, partnershipsuch provision shall not be construed to be null, joint venture void and of no effect, but to the extent such provision would be valid or limited liability companyenforceable under Applicable Law, which engages in a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the new construction of an upscale or upper-mid scale Hilton or Marriott hotelmaximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as designated shall be valid and enforceable under such Applicable Law. Each Seller and Beijing WFOE acknowledges that Buyer would be irreparably harmed by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant any breach of this Section 20, and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Each Seller and Beijing WFOE agrees that Buyer shall be entitled to specifically enforce the same injunctive relief requiring specific performance by injunction in equity in addition to any other remedies which Buyer may have. If any portion Each Seller and Beijing WFOE of this Section 20 shall be invalid or unenforceableSection, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Each Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense Beijing WFOE consents to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelentry thereof.