Common use of Restraints Clause in Contracts

Restraints. 22.1 The seller and the warrantor undertake to the purchaser that for a period commencing on the effective date and terminating on 30 June 2002 they will not, whether directly or indirectly, compete with the purchaser or be interested in any business which trades in any field of activity which is similar to any of the fields of activity referred to in 22.2 and within any of the areas of restraint set out in 22.3. 22.2 The fields of activity is respect of which the restraint applies will be - 22.2.1 each and every activity conducted by the seller and ABL on the completion date or the preceding 12 month period; 22.2.2 any activity which is similar to an activity contemplated in clause 22.2.1; 22.2.3 any new activity which is planned to be undertaken by the seller or ABL as at the completion date. 22.3 The areas of restraint referred to in 22.1 shall be South Africa, Lesotho, Swaziland, Mozambique, Zimbabwe, Botswana, Namibia and the Indian Ocean Islands. 22.4 For purposes of this clause, the seller and the warrantor shall be deemed to be so "INTERESTED IN A BUSINESS", or "COMPETING WITH THE PURCHASER" if either of them becomes engaged or interested, whether directly or indirectly, and whether as proprietor, partner, shareholder, agent, consultant, financier or otherwise, in any company, firm, business or undertaking which carries on business in any of the fields referred to in 22.2 or in any of the areas referred to in 22.3. 22.5 The seller and the warrantor acknowledge that: 22.5.1 the clients of the purchaser are or could be drawn from all of the areas in which the restraints are to be operative; 22.5.2 the purchaser would suffer substantial damage if the seller or the warrantor were to operate a business similar to that carried on by the purchaser within the area to which, and during the time in which, the restraints are to apply; and 22.5.3 the restraints are the minimum restraint required by the purchaser to provide protection against unfair competition. Should the reasonableness of any provision contained in this clause be disputed, the onus of providing that the provision is unreasonable will rest on the party alleging that the provision is unreasonable. 22.6 Each and every restraint contained in this clause is separate and divisible from every other restraint in this clause and from any other restraint so that if any one of the restraints is or becomes unenforceable for any reason that restraint will be severable and will not affect the validity of any other restraint contained in this clause.

Restraints. 22.1 20.1 The seller seller, the Trek sellers and the warrantor warrantors undertake to the purchaser that for a period commencing on the effective date and terminating on 30 June 31 December 2002 they will not, whether directly or indirectly, compete with the purchaser or be interested in any business which trades in any field of activity which is similar to any of the fields of activity referred to in 22.2 20.2 and within any of the areas of restraint set out in 22.320.3. 22.2 20.2 The fields of activity is respect of which the restraint applies will be - 22.2.1 20.2.1 each and every activity conducted by the seller and ABL sellers on the completion effective date or the preceding 12 month period; 22.2.2 20.2.2 any activity which is similar to an activity contemplated in clause 22.2.120.2.1; 22.2.3 20.2.3 any new activity which is planned to be undertaken by the seller or ABL sellers as at the completion effective date. 22.3 20.3 The areas of restraint referred to in 22.1 20.1 shall be South Africa, Lesotho, Swaziland, Mozambique, Zimbabwe, Botswana, Namibia and the Indian Ocean Islands. 22.4 20.4 For purposes of this clause, the seller seller, the Trek sellers and the warrantor warrantors shall be deemed to be so "INTERESTED IN A BUSINESS", or "COMPETING WITH THE PURCHASER" if either any of them becomes engaged or interested, whether directly or indirectly, and whether as proprietor, partner, shareholder, agent, consultant, financier or otherwise, in any company, firm, business or undertaking which carries on business in any of the fields referred to in 22.2 20.2 or in any of the areas referred to in 22.3. 22.5 The seller and the warrantor acknowledge that: 22.5.1 the clients 20.3, save for any passive investment of not more than 5% of the purchaser are or could be drawn from all of the areas in which the restraints are to be operative; 22.5.2 the purchaser would suffer substantial damage if the seller or the warrantor were to operate a business similar to that carried on by the purchaser within the area to which, and during the time in which, the restraints are to apply; and 22.5.3 the restraints are the minimum restraint required by the purchaser to provide protection against unfair competition. Should the reasonableness shares of any provision contained in this clause be disputed, the onus of providing that the provision is unreasonable will rest company listed on the party alleging that the provision is unreasonableJSE. 22.6 Each and every restraint contained in this clause is separate and divisible from every other restraint in this clause and from any other restraint so that if any one of the restraints is or becomes unenforceable for any reason that restraint will be severable and will not affect the validity of any other restraint contained in this clause.

Restraints. 22.1 The seller and the warrantor undertake to the purchaser that for a period commencing on the effective date and terminating on 30 June 2002 they will not, whether directly or indirectly, compete with the purchaser or be interested in any business which trades in any field of activity which is similar to any of the fields of activity referred to in 22.2 and within any of the areas of restraint set out in 22.3. 22.2 The fields of activity is respect of which the restraint applies will be - 22.2.1 each and every activity conducted by the seller and ABL on the completion warranty date or the preceding 12 month period; 22.2.2 any activity which is similar to an activity contemplated in clause 22.2.1; 22.2.3 any new activity which is planned to be undertaken by the seller or ABL as at the completion warranty date. 22.3 The areas of restraint referred to in 22.1 shall be South Africa, Lesotho, Swaziland, Mozambique, Zimbabwe, Botswana, Namibia and the Indian Ocean Islands. 22.4 For purposes of this clause, the seller and the warrantor shall be deemed to be so "INTERESTED IN A BUSINESSinterested in a business", or "COMPETING WITH THE PURCHASERcompeting with the purchaser" if either of them becomes engaged or interested, whether directly or indirectly, and whether as proprietor, partner, shareholder, agent, consultant, financier or otherwise, in any company, firm, business or undertaking which carries on business in any of the fields referred to in 22.2 or in any of the areas referred to in 22.3. 22.5 The seller and the warrantor acknowledge that: 22.5.1 the clients of the purchaser are or could be drawn from all of the areas in which the restraints are to be operative; 22.5.2 the purchaser would suffer substantial damage if the seller or the warrantor were to operate a business similar to that carried on by the purchaser within the area to which, and during the time in which, the restraints are to apply; and 22.5.3 the restraints are the minimum restraint required by the purchaser to provide protection against unfair competition. Should the reasonableness of any provision contained in this clause be disputed, the onus of providing that the provision is unreasonable will rest on the party alleging that the provision is unreasonable. 22.6 Each and every restraint contained in this clause is separate and divisible from every other restraint in this clause and from any other restraint so that if any one of the restraints is or becomes unenforceable for any reason that restraint will be severable and will not affect the validity of any other restraint contained in this clause.