Common use of Nondisclosure; Noncompetition Clause in Contracts

Nondisclosure; Noncompetition. (a) From and after the Closing Date, Seller shall not use, divulge, furnish or make accessible to anyone any proprietary, material non-public, confidential or secret information to the extent relating to the Business (including, without limitation, customer lists, supplier lists and pricing and marketing arrangements with customers or suppliers), and Seller shall cooperate reasonably with Purchaser in preserving such proprietary, confidential or secret aspects of the Business. (b) For a period of four years after the Closing Date, Seller will not, and will cause Xxxxxxx & Xxxxxx Corporation and each of its wholly-owned Subsidiaries not to, directly or indirectly, through any division, Subsidiary or otherwise, alone or in association with any other Person in any form or manner, (i) engage in any business activity which competes with the Business as currently conducted by Seller as of the Closing or (ii) own stock or otherwise have an equity interest in or be affiliated with any Person or entity engaged in any Business activity which is competitive with the Business (except as a stockholder holding less than 5% of the stock of a publicly held corporation); provided, however, that the foregoing shall not apply to any of the following: (x) in the event of an acquisition by Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective wholly-owned Subsidiaries of an entity 35% or less of the assets or revenues of which are attributable to a business activity which competes with the Business so long as the competitive business which is a part of such entity has less then 10% of the market share of the North America air restraint fabric business, (y) in the event of an acquisition by Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective wholly-owned Subsidiaries which exceeds the limitations of subsection (x) of this SECTION 7.3(B), provided that Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective wholly-owned Subsidiaries, as the case may be, subsequently sells such portion of the acquired entity attributable to the competing business which exceeds the limitations of subsection (x) of this SECTION 7.3(B) within two years from the date of acquisition thereof and notifies Purchaser of such acquisition and intent to sell promptly following the closing of the acquisition and allows Purchaser to participate in any bidding process established for such sale, it being understood that Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective Affiliates may otherwise conduct the bidding process in any manner it sees fit; or (z) to any Person who is or may be an Affiliate of Seller (other than Xxxxxxx & Xxxxxx Corporation and its direct and indirect Subsidiaries), including without limitation, The Blackstone Group, Xxxxxxxxxxx Xxxxxxx & Co., Inc. and their respective Affiliates (other than Xxxxxxx & Xxxxxx Corporation and its direct and indirect Subsidiaries). Seller will not, for a period of two years from the Closing Date, solicit for hire any Business Employees (including Significant Employees) without the prior written consent of Purchaser. Seller agrees that a violation of this SECTION 7.3 will cause irreparable injury to Purchaser, and Purchaser will be entitled, in addition to any other rights and remedies it may have at Law or in equity, to an injunction enjoining and restraining Seller from doing or continuing to do any such violation and any other violations or threatened violations of SECTION 7.3. (c) Seller acknowledges and agrees that the covenants set forth in this SECTION 7.3 are reasonable and valid in scope and in all other respects. If any of such covenants is found to be invalid or unenforceable by a final determination of a court of competent jurisdiction (i) the remaining terms and provisions hereof shall be unimpaired and (ii) the invalid or unenforceable term or provision shall be deemed replaced by 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. In the event that, notwithstanding the first sentence of this SECTION 7.3(C), any of the provisions of this SECTION 7.3 relating to scope of the covenants contained therein or the nature of the business restricted thereby shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems enforceable, such provision shall be deemed to be replaced herein by the maximum restriction deemed enforceable by such court.

Nondisclosure; Noncompetition. (a) From and after the Closing Date, Seller Xxxxxx shall not, and shall cause its subsidiaries not to use, divulge, furnish or make accessible to anyone (except to the extent otherwise required in the opinion of Xxxxxx'x counsel, by applicable law, regulation or legal process) any proprietary, material non-public, confidential or secret information to the extent relating to the Business (including, without limitation, customer lists, supplier lists and pricing and marketing arrangements with customers or suppliers), and Seller Xxxxxx and its subsidiaries shall cooperate reasonably with Purchaser MergerCo in preserving such proprietary, confidential or secret aspects of the Business. After the Closing Date and to the extent provided in the applicable confidentiality letter, Xxxxxx shall use its reasonable best efforts to retrieve (or obtain an agreement to destroy) any written evaluation and due diligence materials distributed to parties (other than MergerCo and affiliates of MergerCo and other than parties who are involved in the sales process for Xxxxxx'x Columbus Coated Fabrics division and/or Orchard division), and any materials incorporating or based on such materials, in connection with the sales process undertaken by Xxxxxx in connection with the proposed sale of the Business and take such other actions as BDPH may request to enforce Xxxxxx'x rights under any agreements similar to the confidentiality letter for the benefit of BDPH; provided that BDPH shall reimburse Xxxxxx for its out-of-pocket costs in connection with its obligations in this sentence. (b) For a period of four two years after the Closing Date, Seller will other than as a result of the BDPH Common Stock owned pursuant to this Agreement, Xxxxxx shall not, and will shall cause Xxxxxxx & Xxxxxx Corporation and each of its wholly-owned Subsidiaries subsidiaries not to, directly or indirectly, through manufacture or sell any division, Subsidiary Products manufactured or otherwise, alone or in association with any other Person in any form or manner, (i) engage in any business activity which competes with sold by the Business as currently conducted by Seller Residential Wallcoverings and Xxxxxx Plastics businesses as of the Closing Closing, or (ii) own stock or otherwise have an equity interest in or be affiliated with any Person person or entity engaged in any Business activity which is competitive with the Business such business (except as a stockholder other than holding less than 5% of the stock of a publicly held corporationcorporation engaged in such business); provided. Notwithstanding the foregoing, howeverXxxxxx may engage in a transaction whereby, that the foregoing shall not apply to directly or indirectly, it acquires (whether by merger, stock purchase, purchase of assets or otherwise), any of the following: (x) in the event of an acquisition by Seller person or Xxxxxxx & Xxxxxx Corporation business, or any of their respective wholly-owned Subsidiaries of an entity 35% interest in any person or less of the assets or revenues of which are attributable to a business activity which competes with the Business so long as the competitive business which is a part of such entity has less then 10% of the market share of the North America air restraint fabric business, (y) in engaged at the event of an acquisition by Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective wholly-owned Subsidiaries which exceeds the limitations of subsection (x) of this SECTION 7.3(B), provided that Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective wholly-owned Subsidiaries, as the case may be, subsequently sells such portion of the acquired entity attributable to the competing business which exceeds the limitations of subsection (x) of this SECTION 7.3(B) within two years from the date of acquisition thereof and notifies Purchaser time of such acquisition and intent to sell promptly following in the closing manufacture or sale of any products manufactured or sold by the Business as of the acquisition and allows Purchaser to participate in any bidding process established for Closing provided that, at the time of such saletransaction, it being understood that Seller no more than 25% of such person's or Xxxxxxx & business's revenues result from products of a type manufactured by the Business as of the Closing. None of Xxxxxx Corporation or any of their respective Affiliates may otherwise conduct the bidding process in any manner it sees fit; or (z) to any Person who is or may be an Affiliate of Seller (other than Xxxxxxx & Xxxxxx Corporation and its direct and indirect Subsidiaries), including without limitation, The Blackstone Group, Xxxxxxxxxxx Xxxxxxx & Co., Inc. and their respective Affiliates (other than Xxxxxxx & Xxxxxx Corporation and its direct and indirect Subsidiaries). Seller will notsubsidiaries will, for a period of two years from the Closing Date, solicit for hire any employees of the Business Employees (including Significant Employees) without the prior written consent of PurchaserMergerCo; provided, however, that the foregoing provision will not prevent Xxxxxx from hiring any such person (i) who contacts Xxxxxx on his or her own initiative without any direct or indirect solicitation by or encouragement from Xxxxxx, (ii) who responds to a public advertisement placed by Xxxxxx, (iii) who has not been employed by BDPH during the preceding six months or (iv) who has been terminated by BDPH. Seller agrees Xxxxxx and its subsidiaries agree that a violation of this SECTION 7.3 Section 8.16 will cause case irreparable injury to PurchaserMergerCo, and Purchaser MergerCo will be entitled, in addition to any other rights and remedies it may have at Law law or in equity, to an injunction enjoining and restraining Seller Xxxxxx and its subsidiaries from doing or continuing to do any such violation and any other violations or threatened violations of SECTION 7.3Section 8.16. (c) Seller acknowledges Xxxxxx and agrees its subsidiaries acknowledge and agree that the covenants set forth in this SECTION 7.3 Section 8.16 are reasonable and valid in scope and in all other respects. If any of such covenants is found to be invalid or unenforceable by a final determination of a court of competent jurisdiction (i) the remaining terms and provisions hereof shall be unimpaired and (ii) the invalid or unenforceable term or provision shall be deemed replaced by 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. In the event that, notwithstanding the first sentence of this SECTION 7.3(CSection 8.16(c), any of the provisions of this SECTION 7.3 Section 8.16 relating to scope of the covenants contained therein or the nature of the business restricted thereby shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems enforceable, such provision shall be deemed to be replaced herein by the maximum restriction deemed enforceable by such court.

Nondisclosure; Noncompetition. (a) From and after the Closing Date, Seller Sellers shall not use, divulge, furnish or make accessible to anyone any proprietary, material non-public, confidential or secret information to the extent relating to the Business Company (including, without limitation, customer lists, supplier lists and pricing and marketing arrangements with customers or suppliers)) or the Business, and Seller Sellers shall cooperate reasonably with Purchaser in preserving such proprietary, confidential or secret aspects of the Company or the Business. (b) For a period equal to the greater of four (i) three (3) years after from the Closing DateDate or (ii) two (2) years following the termination of the applicable Employment Agreement, Seller will each of Sellers shall not, and will shall cause Xxxxxxx & Xxxxxx Corporation and each of its wholly-owned Subsidiaries the Seller Entities not to, directly or indirectly, through any division, Subsidiary or otherwise, alone or in association with any other Person in any form or manner, (ix) engage in any business activity activities anywhere in the world which competes are, directly or indirectly, in any way competitive with the Business as currently conducted by Seller as or the image business of the Closing or Purchaser; (iiy) own stock or otherwise have an equity interest in or be affiliated with any Person person or entity engaged in any Business activity which a business that is competitive with similar to the Business (except as a stockholder holding less than 5% of the stock of a publicly held corporation); or (z) utilize its special knowledge of the Business or its relationships with customers, suppliers or others to compete with the Company or Purchaser in its conduct of the Business after the Closing Date. Notwithstanding the foregoing, nothing in this Section 6.4(b) shall prevent Xxxxx from retaining all right, title and interest in up to fifty (50) final photographs per year selected from photo shoots taken by Xxxxx for fine art and gallery use only, provided that any such photographs may not be used for commercial licensing during the effective period of this Section 6.4(b); provided, however, that the foregoing shall not apply to any Xxxxx’x activities occur outside of the following: (x) in Company’s normal business hours and do not involve the event of an acquisition by Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective wholly-owned Subsidiaries of an entity 35% or less use of the assets Company’s property or revenues equipment. For the avoidance of which are attributable to a business activity which competes with the Business so long as the competitive business which is a part of such entity has less then 10% of the market share of the North America air restraint fabric businessdoubt, (y) in the event of an acquisition by Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective wholly-owned Subsidiaries which exceeds the limitations of subsection (x) of this SECTION 7.3(B), provided that Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective wholly-owned Subsidiaries, as the case may be, subsequently sells such portion of the acquired entity attributable Xxxxx shall have no rights to the competing business which exceeds the limitations of subsection (x) of this SECTION 7.3(B) within two years non-final, unselected photographs from the date of acquisition thereof and notifies Purchaser of such acquisition and intent to sell promptly following the closing of the acquisition and allows Purchaser to participate in any bidding process established for such sale, it being understood that Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective Affiliates may otherwise conduct the bidding process in any manner it sees fit; or (z) to any Person who is or may be an Affiliate of Seller (other than Xxxxxxx & Xxxxxx Corporation and its direct and indirect Subsidiaries), including without limitation, The Blackstone Group, Xxxxxxxxxxx Xxxxxxx & Co., Inc. and their respective Affiliates (other than Xxxxxxx & Xxxxxx Corporation and its direct and indirect Subsidiaries)photo shoots. Seller will not, for For a period equal to the greater of two (i) three (3) years from the Closing DateDate or (ii) two (2) years following the termination of the applicable Employment Agreement, each of Sellers shall not, and shall cause each of the Seller Entities not to, directly or indirectly, (i) solicit for hire or enter into any Business Employees (including Significant Employees) contractual arrangement with any Employee without the prior written consent of PurchaserPurchaser (other than general solicitations that do not specifically target Employees); or (ii) solicit any of the customers or suppliers of the Business to do business with any business that is similar to the Business or to cease doing business with the Company or Purchaser or make known the names and addresses of such customers or suppliers or any information relating in any manner to the Business or the Company’s relationships with such customers or suppliers. Seller agrees Nothing within this Section 6.4 shall prohibit Sellers from performing services for, or being involved with, any trade group or association including PACA and the Plus non-profit coalition. (c) Sellers agree that a violation of this SECTION 7.3 Section 6.4 will cause irreparable injury to Purchaser, and Purchaser will shall be entitled, in addition to any other rights and remedies it may have at Law law or in equity, to an injunction enjoining and restraining Seller Sellers from doing or continuing to do any such violation and any other violations or threatened violations of SECTION 7.3this Section 6.4. (cd) Seller acknowledges Sellers acknowledge and agrees agree that the covenants set forth in this SECTION 7.3 Section 6.4 are reasonable and valid in scope and in all other respects. If any of such covenants is found to be invalid or unenforceable by a final determination of a court of competent jurisdiction (i) the remaining terms and provisions hereof shall be unimpaired and (ii) the invalid or unenforceable term or provision shall be deemed replaced by 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. In the event that, notwithstanding the first sentence of this SECTION 7.3(Cparagraph (d), any of the provisions of this SECTION 7.3 Section relating to scope of the covenants contained therein or the nature of the business restricted thereby shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems enforceable, such provision shall be deemed to be replaced herein by the maximum restriction deemed enforceable by such court.

Nondisclosure; Noncompetition. (a) From and after the Closing Date, Seller shall not use, divulge, furnish or make accessible to anyone any proprietary, material non-public, confidential or secret information to the extent relating to the Business (including, without limitation, customer lists, supplier lists and pricing and marketing arrangements with customers or suppliers), and Seller shall cooperate reasonably with Purchaser in preserving such proprietary, confidential or secret aspects of the Business. (b) For a period of four years after the Closing Date, Seller will not, and will cause Xxxxxxx & Xxxxxx Corporation and each of its wholly-owned Subsidiaries not to, directly or indirectly, through any division, Subsidiary or otherwise, alone or in association with any other Person in any form or manner, (i) engage in any business activity which competes with the Business as currently conducted by Seller as of the Closing or (ii) own stock or otherwise have an equity interest in or be affiliated with any Person or entity engaged in any Business activity which is competitive with the Business (except as a stockholder holding less than 5% of the stock of a publicly held corporation); provided, however, that the foregoing shall not apply to any of the following: (x) in the event of an acquisition by Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective wholly-owned Subsidiaries of an entity 35% or less of the assets or revenues of which are attributable to a business activity which competes with the Business so long as the competitive business which is a part of such entity has less then 10% of the market share of the North America air restraint fabric business, (y) in the event of an acquisition by Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective wholly-owned Subsidiaries which exceeds the limitations of subsection (x) of this SECTION 7.3(BSection 7.3(b), provided that Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective wholly-owned Subsidiaries, as the case may be, subsequently sells such portion of the acquired entity attributable to the competing business which exceeds the limitations of subsection (x) of this SECTION 7.3(BSection 7.3(b) within two years from the date of acquisition thereof and notifies Purchaser of such acquisition and intent to sell promptly following the closing of the acquisition and allows Purchaser to participate in any bidding process established for such sale, it being understood that Seller or Xxxxxxx & Xxxxxx Corporation or any of their respective Affiliates may otherwise conduct the bidding process in any manner it sees fit; or (z) to any Person who is or may be an Affiliate of Seller (other than Xxxxxxx & Xxxxxx Corporation and its direct and indirect Subsidiaries), including without limitation, The Blackstone Group, Xxxxxxxxxxx Xxxxxxx & Co., Inc. and their respective Affiliates (other than Xxxxxxx & Xxxxxx Corporation and its direct and indirect Subsidiaries). Seller will not, for a period of two years from the Closing Date, solicit for hire any Business Employees (including Significant Employees) without the prior written consent of Purchaser. Seller agrees that a violation of this SECTION Section 7.3 will cause irreparable injury to Purchaser, and Purchaser will be entitled, in addition to any other rights and remedies it may have at Law or in equity, to an injunction enjoining and restraining Seller from doing or continuing to do any such violation and any other violations or threatened violations of SECTION Section 7.3. (c) Seller acknowledges and agrees that the covenants set forth in this SECTION Section 7.3 are reasonable and valid in scope and in all other respects. If any of such covenants is found to be invalid or unenforceable by a final determination of a court of competent jurisdiction (i) the remaining terms and provisions hereof shall be unimpaired and (ii) the invalid or unenforceable term or provision shall be deemed replaced by 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. In the event that, notwithstanding the first sentence of this SECTION 7.3(CSection 7.3(c), any of the provisions of this SECTION Section 7.3 relating to scope of the covenants contained therein or the nature of the business restricted thereby shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems enforceable, such provision shall be deemed to be replaced herein by the maximum restriction deemed enforceable by such court.