Common use of PROTECTION OF GOODWILL Clause in Contracts

PROTECTION OF GOODWILL. 12.1 Subject to Clause 12.2, THG covenants with the Buyer that without the written consent of the Buyer (such consent not to be unreasonably withheld, conditioned or delayed) for a period of 18 months commencing on Completion: 12.1.1 it will not acquire control (within the meaning of section 181 FSMA) of any Lloyd’s managing agent, provided that the foregoing shall not apply: (i) to any acquirer of any of the share capital of THG or any member of the THG Group; or (ii) in respect of any Lloyd’s managing agent acquired, directly or indirectly, by THG or any member of the THG Group after the date hereof as part of the acquisition of a larger group, to the extent that such Lloyd’s managing agent’s activities do not constitute more than (a) 25% of the revenues of such larger acquired group, or (b) 5% of THG’s revenues, in each case in the 12 months immediately preceding such acquisition; and 12.1.2 it (and it shall procure that the THG Group) will not, directly or indirectly, retain, canvass, solicit, induce or otherwise entice away any Senior Employee. 12.2 Nothing in Clause 12.1 shall prevent THG or any member of the THG Group from: 12.2.1 being the holder of, or beneficially interested in, any class of securities in any company if such class of securities is listed or dealt in on any recognised investment exchange (as defined in FSMA) and confers not more than 10% of the votes which can generally be cast at a general meeting of that company; 12.2.2 doing anything with the Buyer’s prior consent or at the direction of the Buyer or complying with or fulfilling its obligations under this Agreement; 12.2.3 conducting and continuing to conduct its other activities as at the date of this Agreement consistent with past practice, including HSIB acting as a coverholder for other Lloyd’s managing agents; or 12.2.4 employing any person whose employment, arrangement or engagement with the Group is terminated after Completion or advertising generally for staff and taking any candidate who applies as a result of such advertisement.

PROTECTION OF GOODWILL. 12.1 5.1 Subject to Clause 12.2clause 5.12, THG covenants the Seller hereby undertakes to procure that (except as otherwise agreed in writing with the Buyer that without the written consent Buyer) no member of the Buyer Seller's Group will either directly or indirectly and either solely or jointly with any other person (such consent not to be unreasonably withheld, conditioned either on its own account or delayedas the agent of any other person) and in any capacity whatsoever: (a) for a period of 18 months commencing two years from Completion carry on Completion: 12.1.1 it will not acquire control (within the meaning of section 181 FSMA) of any Lloyd’s managing agent, provided that the foregoing shall not apply: (i) to any acquirer of any of the share capital of THG or any member of the THG Group; be engaged or concerned or (ii) in respect of any Lloyd’s managing agent acquired, directly or indirectly, by THG or any member of the THG Group after the date hereof except as part of the acquisition of a larger group, to the extent that such Lloyd’s managing agent’s activities do not constitute more than (a) 25% of the revenues of such larger acquired group, or (b) 5% of THG’s revenues, in each case in the 12 months immediately preceding such acquisition; and 12.1.2 it (and it shall procure that the THG Group) will not, directly or indirectly, retain, canvass, solicit, induce or otherwise entice away any Senior Employee. 12.2 Nothing in Clause 12.1 shall prevent THG or any member of the THG Group from: 12.2.1 being the holder of, or beneficially interested in, any class of securities shares in any a listed company if such class of securities is listed or dealt in on any recognised investment exchange (as defined in FSMA) and confers which confer not more than 10% one per cent. of the votes which can generally be cast at a general meeting of that the company) interested in a business in Germany which competes with the type of business carried on by the Company as at the date of Completion; 12.2.2 doing anything with the Buyer’s prior consent or at the direction (b) for a period of two years from Completion solicit an employee of the Company or the custom of any person in respect of services competitive with those supplied by the Company during the period of 6 months prior to Completion, such person having been a customer of the Company in respect of such services during such period; or 5.2 Subject to clause 5.12, the Seller agrees that the undertakings contained in clause 5.1 are reasonable and are entered into for the purpose of protecting the goodwill of the business of the Company save that the benefit of the undertakings may not be assigned by the Buyer and its successors in title without the consent of the Seller. The Buyer also agrees that the undertakings contained in clause 5.1 will not apply in respect of an existing client of any member of the Seller's Group. An existing client shall be deemed to be a client or complying with or fulfilling its obligations under this Agreement; 12.2.3 conducting and continuing to conduct its other activities customer of any member of the Seller's Group as at the date of this Agreement consistent Agreement. 5.3 Subject to clauses 5.4 and 5.12, the Seller hereby grants the Company a non transferable (save to another member of the Buyer's Group) and royalty free exclusive licence to use the Razorfish name for a period of one calendar month from the completion in Germany. 5.4 Subject to clause 5.12, the Seller hereby grants the Company a non transferable (save to another member of the Buyer's Group) and royalty free exclusive licence to use the name `Razorfish' within Germany together with past practiceanother name (e.g. "Germany") approved by the Seller (such approval only to be refused if the Seller can reasonably demonstrate that such other name could damage the commercial interests of the Seller's Group) for a period of two years from the date of this Agreement; provided, including HSIB acting however that the Company's licence described herein will be immediately cancelled or revoked in the event that the Company's core business becomes anything other than providing digital services. 5.5 Subject to clause 5.12, the Seller hereby grants the Company a royalty free non transferable (save to another member of the Buyer's Group) exclusive licence to use the name `Razorfish Europe' within the Germany as a coverholder for trade name but not as a company name until the earlier of (a) the date which is the second anniversary of the date of this Agreement; or (b) the date the Company engages in a core business other Lloyd’s managing agentsthan providing digital services; or 12.2.4 employing any person whose employment, arrangement (c) the date the Seller or engagement a member of the Seller's Group or a company associated with the Seller's Group informs the Buyer that it is terminated after Completion trading or advertising generally about to start trading in Europe; whereupon the licence granted by this clause 5.5 shall immediately cease and neither the Company nor the Buyer nor any member of the Buyer's group shall have any right to use the name `Razorfish Europe' in any capacity or combination of words whatsoever. 5.6 Subject to clause 5.12, the Seller hereby approves expressly that the Company and its subsidiaries are free to use all of the intellectual property, especially know-how (including scan and thought pieces and case studies), processes (especially Forenkla and ROI-Model), templates, guidelines, denominations, etc. which do reflect and assist the work and services rendered of the Company for staff and taking any candidate who applies as a result period of such advertisementsix (6) months following Completion. 5.7 Subject to clause 5.12, the Seller shall procure that Razorfish Inc shall grant the Company a royalty free non transferable (save to a member of the Buyer's Group) exclusive licence to refer to the Razorfish Inc website at xxx.xxxxxxxxx.xxx for marketing purposes only for a period of three calendar month from the date of this Agreement.

PROTECTION OF GOODWILL. 12.1 Subject The Seller and the Covenantors recognise the paramount importance of the goodwill of the Group to Clause 12.2the Buyers which is reflected in the consideration paid by the Buyers for the Shares. Accordingly, THG covenants with the Covenantors who have acquired and will hereafter continue to acquire detailed knowledge of the Business including Customers, suppliers of each Group Company and terms of business used by each Group Company is prepared to enter into the commitments contained in this clause to ensure that the Buyers' interest in that goodwill is properly protected. 12.2 For the period of 24 months from Completion (for the purposes of this clause 12, the "Relevant Period"), the Covenantors will: 12.2.1 supply to the Buyers such information (other than any which is public knowledge) as any Buyer may reasonably require which relates to the Business and the Group; and 12.2.2 recommend and introduce the Buyers to Customers and to suppliers and Business connections of the Group. 12.3 The Covenantors jointly and severally undertake that they will not without the prior written consent of the Buyer (such Buyers during the Relevant Period operate, carry on or be engaged, concerned, involved or interested directly or indirectly in any of the Restricted Activities in competition directly or indirectly with a Group Company within the Restricted Territory. 12.4 The Covenantors jointly and severally undertake that they will not without the prior written consent not to be unreasonably withheld, conditioned or delayed) for a period of 18 months commencing on Completionthe Buyers during the Relevant Period: 12.1.1 it will not acquire control (within the meaning of section 181 FSMA) of 12.4.1 solicit or attempt to solicit from any Lloyd’s managing agentCustomer any orders, provided that the foregoing shall not apply: (i) to any acquirer enquiries or business in respect of any of the share capital of THG or any member products sold by a Group Company in the preceding 12 months in the course of the THG Group; Restricted Activities within the Restricted Territory; 12.4.2 either accept (directly or (iiindirectly) or procure or attempt to procure the diversion away from a Group Company and/or the Buyers of any orders, enquiries or business in respect of the Restricted Activities from any Lloyd’s managing agent acquiredCustomer within the Restricted Territory; 12.4.3 procure or attempt to procure any supplier of a Group Company to cease supplying the Business or to unfavourably alter the terms upon which supplies are made, or do or say anything which may lead any supplier of a Group Company to cease supplying the Business or to unfavourably alter the terms on which supplies are made; 12.4.4 procure or induce or endeavour to procure or induce any of the employees of a Group Company engaged in a senior or managerial position or who have had direct contact with Customers in the course of their duties to cease working for a Group Company; 12.4.5 make a statement (written or oral) which could be considered harmful to the reputation of a Group Company; 12.4.6 employ or engage any person who held a senior or managerial position with a Group Company or who has had direct contact with Customers in the course of his duties working for a Group Company; 12.4.7 either alone or jointly with, through or as managers, advisers, consultants or agents for a person, directly or indirectly, by THG or any member of the THG Group after the date hereof as part of the acquisition of use in connection with a larger group, to the extent that such Lloyd’s managing agent’s activities do not constitute more than (a) 25% of the revenues of such larger acquired group, or (b) 5% of THG’s revenues, in each case in the 12 months immediately preceding such acquisition; and 12.1.2 it (and it shall procure that the THG Group) will notbusiness which competes, directly or indirectly, retainwith the Business, canvassany of the Intellectual Property Rights; or 12.4.8 either alone or jointly with, solicitthrough or as managers, induce advisers, consultants or otherwise entice away agents for a person, directly or indirectly, use in connection with a business which competes, directly or indirectly, with the Business, a name including the word "Xxxxx" or the words "Xxxxx Leisure" or any Senior Employeecombination of such word or words) which is intended or is likely to be confused with the Business or a trading name of a Group Company. 12.2 Nothing in Clause 12.1 12.5 It is further agreed that the foregoing provisions of clauses 12.3 and 12.4 shall prevent THG or any member of the THG Group from: 12.2.1 being the holder of, or beneficially interested in, any class of securities in any company apply equally to and during such further period (if such class of securities is listed or dealt in on any recognised investment exchange (as defined in FSMAany) and confers not more than 10% of the votes which can generally be cast at a general meeting of that company; 12.2.2 doing anything with the Buyer’s prior consent or at the direction of the Buyer or complying with or fulfilling its obligations under this Agreement; 12.2.3 conducting and continuing to conduct its other activities as at from the date of expiry of the Relevant Period until 12 months after the relevant Covenantor shall cease to be an employee of a Group Company and all remedies conferred by this Agreement consistent with past practiceclause 12 shall apply equally to any breach by the relevant Covenantor of this clause 12 in respect of such further period as aforesaid. 12.6 The Seller and the Covenantors jointly and severally undertake that they will not (and so far as may be applicable, including HSIB acting as a coverholder for other Lloyd’s managing agentsshall use all reasonable endeavours to procure that none of the officers, employees, servants or agents of the Seller or the Group will) at any time after Completion without the Buyers' prior written consent: 12.6.1 make any public announcement regarding the Group, the Buyers or the transactions contemplated by this Agreement; or 12.2.4 employing 12.6.2 disclose or use any person whose employment, arrangement Confidential Information (other than any which is or engagement with the Group is terminated after Completion or advertising generally for staff and taking any candidate who applies becomes public knowledge otherwise than as a result of any breach of this clause) relating to a Group Company and/or the Business which they have acquired prior to Completion. 12.7 Save as specified in clause 12.8, the restrictions set out in clauses 12.3, 12.4 and 12.5 are to prevent the Covenantors from carrying out any of the activities therein prohibited on his own behalf or jointly with or as servant, agent, manager, employee, consultant, director or shareholder of any other person, firm, company or body. 12.8 Nothing in this clause is to prevent: 12.8.1 Xxxxx Xxxxx from properly performing his duties under the Service Contract; or 12.8.2 each Covenantor from holding for investment purposes up to 2% of the issued share capital of a company whose shares are dealt in or quoted on a recognised Stock Exchange. 12.9 Each of the commitments contained in this clause 12 gives rise to a separate, severable, independent and separately enforceable obligation from the Seller and the Covenantors independent of the other commitments. 12.10 The parties consider the duration, extent and application of the respective commitments contained in this clause 12 to be reasonable as between themselves, in the public interest and necessary for the protection of the legitimate interests of the Buyers and the Group. If, however, any such advertisementrestriction is found by a Court or regulatory authority or agency of competent jurisdiction to be void or unreasonable or unenforceable but would be valid, reasonable and enforceable if certain words were deleted and/or the period thereof and/or the geographical area dealt with thereby was reduced, then the commitments will apply with those words deleted or such other modifications as may be necessary to make those commitments valid, reasonable and enforceable. 12.11 The Buyers may by written notice to any Covenantor vary by one or more stages the terms of any part of this clause 12 as it may apply to him by reducing (but not increasing) any one or more of: 12.11.1 the period during which and/or activities to which the commitments are to apply; and 12.11.2 the geographical area to which the commitments relate. 12.12 It is acknowledged and agreed by the Covenantors and (where appropriate) the Seller that damages may not be an adequate remedy for breach of any of the undertakings and covenants given by the Covenantors under this clause 12 and that accordingly, without fettering or limiting the Court's discretion in any way, equitable remedies, including that of injunction, might be available in respect of any such breach or threatened breach of the same Provided always that, without prejudice to the foregoing (but so that the following shall be an alternative and not in addition to any equitable or other relief or award which may be granted by the Court) in the event of the breach of any of the provisions of this clause 12 by any Covenantor (and where capable of being remedied such breach has not been remedied within 28 days of the Buyers or the Company having required the relevant Covenantor to remedy the same) the Buyers may (but shall not be obliged to) claim damages on the basis that(pound)1,059,999 (one million and fifty nine thousand nine hundred and ninety nine pounds sterling) of the Consideration is paid for goodwill. As a result the loss suffered by the Buyers by virtue of any breach of the undertakings and covenants contained in this clause 12 will be a loss referrable to goodwill lost, damaged or likely to be lost or damaged.

PROTECTION OF GOODWILL. 12.1 5.1 Subject to Clause 12.2clause 5.12, THG covenants the Seller hereby undertakes to procure that (except as otherwise agreed in writing with the Buyer that without the written consent Buyer) no member of the Buyer Seller's Group will either directly or indirectly and either solely or jointly with any other person (such consent not to be unreasonably withheld, conditioned either on its own account or delayedas the agent of any other person) and in any capacity whatsoever: (a) for a period of 18 months commencing two years from Completion carry on Completion: 12.1.1 it will not acquire control (within the meaning of section 181 FSMA) of any Lloyd’s managing agent, provided that the foregoing shall not apply: (i) to any acquirer of any of the share capital of THG or any member of the THG Group; be engaged or concerned or (ii) in respect of any Lloyd’s managing agent acquired, directly or indirectly, by THG or any member of the THG Group after the date hereof except as part of the acquisition of a larger group, to the extent that such Lloyd’s managing agent’s activities do not constitute more than (a) 25% of the revenues of such larger acquired group, or (b) 5% of THG’s revenues, in each case in the 12 months immediately preceding such acquisition; and 12.1.2 it (and it shall procure that the THG Group) will not, directly or indirectly, retain, canvass, solicit, induce or otherwise entice away any Senior Employee. 12.2 Nothing in Clause 12.1 shall prevent THG or any member of the THG Group from: 12.2.1 being the holder of, or beneficially interested in, any class of securities shares in any a listed company if such class of securities is listed or dealt in on any recognised investment exchange (as defined in FSMA) and confers which confer not more than 10% one per cent. of the votes which can generally be cast at a general meeting of that the company) interested in a business in Germany which competes with the type of business carried on by the Company as at the date of Completion; 12.2.2 doing anything with the Buyer’s prior consent or at the direction (b) for a period of two years from Completion solicit any employee of the Company or the custom of any person in respect of services competitive with those supplied by the Company during the period of 6 months prior to Completion, such person having been a customer of the Company in respect of such services during such period; or 5.2 Subject to clause 5.12, the Seller agrees that the undertakings contained in clause 5.1 are reasonable and are entered into for the purpose of protecting the goodwill of the business of the Company save that the benefit of the undertakings may not be assigned by the Buyer and its successors in title without the consent of the Seller. The Buyer also agrees that the undertakings contained in clause 5.1 will not apply in respect of an existing client of any member of the Seller's Group. An existing client shall be deemed to be a client or complying with or fulfilling its obligations under this Agreement; 12.2.3 conducting and continuing to conduct its other activities customer of any member of the Seller's Group as at the date of this Agreement consistent Agreement. 5.3 Subject to clauses 5.4 and 5.12, the Seller hereby grants the Company a non transferable (save to another member of the Buyer's Group) and royalty free exclusive licence to use the Razorfish name for a period of one calendar month from the completion in Germany. 5.4 Subject to clause 5.12, the Seller hereby grants the Company a non transferable (save to another member of the Buyer's Group) and royalty free exclusive licence to use the name `Razorfish' within Germany together with past practiceanother name (e.g. "Germany") approved by the Seller (such approval only to be refused if the Seller can reasonably demonstrate that such other name could damage the commercial interests of the Seller's Group) for a period of two years from the date of this Agreement; provided, including HSIB acting however that the Company's licence described herein will be immediately cancelled or revoked in the event that the Company's core business becomes anything other than providing digital services. 5.5 Subject to clause 5.12, the Seller hereby grants the Company a royalty free non transferable (save to another member of the Buyer's Group) exclusive licence to use the name `Razorfish Europe' within the Germany as a coverholder for other Lloyd’s managing agentstrade name but not as a company name until the earlier of (a) the date which is the second anniversary of the date of this Agreement; or 12.2.4 employing any person whose employment, arrangement (b) the date the Company engages in a core business other than providing digital services; or (c) the date the Seller or engagement a member of the Seller's Group or a company associated with the Seller's Group informs the Buyer that it is terminated after Completion trading or advertising generally about to start trading in Europe; whereupon the licence granted by this clause 5.5 shall immediately cease and neither the Company nor the Buyer nor any member of the Buyer's group shall have any right to use the name `Razorfish Europe' in any capacity or combination of words whatsoever. 5.6 Subject to clause 5.12, the Seller hereby approves expressly that the Company and its subsidiaries are free to use all of the intellectual property, especially know-how (including scan and thought pieces and case studies), processes (especially Forenkla and ROI-Model), templates, guidelines, denominations, etc. which do reflect and assist the work and services rendered of the Company for staff and taking any candidate who applies as a result period of such advertisementsix (6) months following Completion. 5.7 Subject to clause 5.12, the Seller shall procure that Razorfish Inc shall grant the Company a royalty free non transferable (save to another member of the Buyer's Group) exclusive licence to refer to the Razorfish Inc website at xxx.xxxxxxxxx.xxx for marketing purposes only for a period of three calendar month from the date of this Agreement.

PROTECTION OF GOODWILL. 12.1 Subject 11.1 The Institutional Seller undertakes to Clause 12.2, THG covenants with the Buyer Purchaser that without the written consent it shall not (and shall direct that none of the Buyer (such consent not to be unreasonably withheld, conditioned its Related Persons or delayedPortfolio Companies shall) for a period of 18 months commencing on Completion2 years from the Completion Date: 12.1.1 it will not acquire control (11.1.1 make any equity investment within the meaning United Kingdom, the United States, Dubai, the United Arab Emirates, Saudi Arabia, Singapore and Malaysia in any entity which carries on business that directly competes with the Group’s business as at the date of section 181 FSMACompletion in its expandables, wellbore clean-up or drilling tools product lines (each a “Restricted Business”), provided that: 11.1.1.1 the foregoing shall not prohibit holding shares or other interests in an entity where the Institutional Seller and/or its Related Persons and/or its Portfolio Companies do not exercise, directly or indirectly, any management function in the relevant entity or any material influence in that entity and/or where such shares or other interests held in that entity do not confer more than 25 per cent. of the votes which would normally be cast at a general meeting of the relevant entity; 11.1.1.2 nothing contained in this Agreement shall prevent or restrict the Institutional Seller or any of its Related Persons or any of the Portfolio Companies from carrying on anywhere in the world any business carried on by it at the Completion Date (including for the avoidance of doubt Project Santis Bidco Ltd (and/or any successor holding company of the Acteon group) and TWMA Group Ltd (including their respective associates)), or any development thereof which does not involve Restricted Business; and 11.1.1.3 there shall not be a breach of the above provisions if the Institutional Seller or any Lloyd’s managing agentof its Associates hold any interest in any entities within a group of companies which carries on a Restricted Business if such business comprises less than 15 per cent. of the aggregate annual turnover of such group of companies; 11.1.2 employ or engage the services of Xxxx Xxxxxx, Xxxxxxx Xx Xxxxx or Xxxxx Xxxxxx, provided that the foregoing shall not applyprohibit the employment or engagement of any such person following the termination of such person’s employment or engagement by any of the Group, the Purchaser and/or the Purchaser Group. 11.2 No Seller shall at any time after the Completion Date: 11.2.1 use or otherwise (to the extent within its power) permit or encourage to be so used (other than by a Group Company) the names: “Coretrax”, “Mohawk” or “Xxxxxxxxx” or any other trade name, business name, mark, sign or logo used by any Group Company (or any confusingly similar name, mark, sign or logo); or 11.2.2 present himself or permit himself to be presented as in any way connected with any Group Company or interested in any of the Shares, other than (i) in relation to any acquirer of any references to being a former shareholder of the share capital Company (including where the Company and/or the Group is referred to marketing literature issued or circulated by or on behalf of THG the Institutional Seller or its Associates); (ii) in connection with any continuing engagement or employment of that Seller by any Group Company or by any member of the THG Purchaser’s Group; or and/or (iiiii) where such Seller holds an interest in respect of any Lloyd’s managing agent acquired, entity which holds an interest in the Group (directly or indirectly, by THG or any member ). 11.3 Each of the THG Group after Sellers acknowledges the date hereof as part importance to the Purchaser of the acquisition goodwill of a larger group, the Group Companies and that each such Seller has confidential information relating to the extent that such Lloyd’s managing agent’s activities do not constitute more than (a) 25% Group Companies and a detailed awareness of the revenues of such larger acquired group, or (b) 5% of THG’s revenues, in each case in the 12 months immediately preceding such acquisition; and 12.1.2 it (Group Companies’ customer and it shall procure that the THG Group) will not, directly or indirectly, retain, canvass, solicit, induce or otherwise entice away any Senior Employee. 12.2 Nothing in Clause 12.1 shall prevent THG or any member supplier connections. Each of the THG Group from: 12.2.1 being the holder of, or beneficially interested in, any class of securities in any company if such class of securities is listed or dealt in on any recognised investment exchange (as defined in FSMA) and confers not more than 10% of the votes which can generally be cast at a general meeting of Sellers therefore agrees that company; 12.2.2 doing anything with the Buyer’s prior consent or at the direction of the Buyer or complying with or fulfilling its their relevant obligations under this Agreement; 12.2.3 conducting clause 11 are reasonable as to subject matter, area and continuing duration and are necessary to conduct its other activities as at protect the date Purchaser’s legitimate interest in protecting and maximising that goodwill. Each of this Agreement consistent with past practicethe Sellers further acknowledges that the purchase price payable for the Shares and the terms on which it is payable, including HSIB acting as a coverholder for other Lloyd’s managing agents; or 12.2.4 employing any person whose employment, arrangement or engagement with have been agreed taking into account the importance to the Purchaser of protecting and maximising the goodwill of the Group Companies and on the basis that each of the Sellers would assume the obligations of that Seller set out in this clause 11. 11.4 Without prejudice to any other remedy which may be available to the Purchaser, the parties agree that the Purchaser shall be entitled to seek injunctive or other equitable relief in relation to any breach of clauses 11.1 and 11.2, it being acknowledged that an award of damages might not be an adequate remedy if there is terminated after Completion or advertising generally for staff and taking any candidate who applies as such a result of such advertisementbreach.