Common use of Restriction on Activities Clause in Contracts

Restriction on Activities. (a) From the Closing Date through the first anniversary thereof (the "Restricted Period"), no member of the Restricted Party Group shall, without the prior written consent of Parent, directly or indirectly: (i) engage in, carry on or assist, individually or as a principal, owner, officer, director, employee, shareholder, promoter, consultant, contractor, partner, member, joint venturer, agent, equity owner, lender or in any other capacity whatsoever, directly or indirectly, any (A) Competing Business or (B) Business Enterprise that is otherwise directly competitive with any Parent Company or any Affiliate of any Parent Company on or with respect to the Territory and which derives more than 5% of its revenues from or has more than 5% of its book value of assets located in the Territory; (ii) perform for any Business Enterprise engaged in a Competing Business any duty such member of the Restricted Party Group performed for the Evergreen Companies or their Affiliates that involved such member's access to, or knowledge or application of, Confidential Information; (iii) advise, request, induce or attempt to induce any customer, supplier, licensee or other business relation of any Parent Company or any Affiliate of any Parent Company to curtail, limit or cease doing business with any Parent Company or any Affiliate of any Parent Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and any Parent Company or any Affiliate of any Parent Company; (iv) individually or as a principal, owner, officer, director, employee, shareholder, promoter, consultant, contractor, partner, member, joint venturer, agent, equity owner of more than 2% of the equity or in any other capacity whatsoever with or in any Business Enterprise, own, acquire, attempt to acquire or solicit the acquisition of (or assist any person or Business Enterprise to own, acquire, attempt to acquire or solicit the acquisition of) (A) any Oil and Gas Interest on or with respect to the Territory or (B) any Equity Interest in any Business Enterprise with any Oil and Gas Interests on or with respect to the Territory and which derives more than 5% of its revenues from or has more than 5% of its book value of assets located in the Territory; (v) hire, attempt to hire or contact or solicit with respect to hiring (A) any person who is an employee of any Parent Company, or (B) any person who was an employee of any Parent Company within 180 days after such person ceased to be so employed; or (vi) interfere with any of the Evergreen Oil and Gas Interests or in any way attempt to do any of the foregoing or assist any other Person to do or attempt to do any of the foregoing. (b) The Restricted Party, on behalf of the Restricted Party Group, acknowledges that each of the covenants of Sections 3(a)(i) through 3(a)(vi) are in addition to, and shall not be construed as a limitation upon, any other covenant provided in Section 3(a). The Restricted Party, on behalf of the Restricted Party Group, agrees that the geographic boundaries, scope of prohibited activities and time duration of each of the covenants set forth in Sections 3(a)(i) through 3(a)(vi) are reasonable in nature and are no broader than are necessary to protect the goodwill and Confidential Information of the Evergreen Companies, the assets or Equity Interests of which are being acquired by Parent indirectly through the merger of Merger Sub with and into Evergreen, and to protect the other legitimate business interests of the Evergreen Companies, including without limitation any goodwill developed by the Restricted Party with the Evergreen Companies' customers, suppliers, licensees and business partners. (c) The parties hereto intend that the covenants contained in each of Sections 3(a)(i) through 3(a)(vi) be construed as a series of separate covenants, one for each county in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the applicable covenant contained in Sections 3(a)(i) through 3(a)(vi). Furthermore, each of the covenants in Sections 3(a)(i) through 3(a)(vi) hereof shall be deemed a separate and independent covenant, each being enforceable irrespective of the enforceability (with or without reformation) of the other covenants contained in Sections 3(a)(i) through 3(a)(vi) hereof. The Restricted Party admits, acknowledges, and agrees that the restrictions set forth in this Section 3 are (i) made in connection with a contract for the purchase and sale of a business as contemplated by C.R.S 8-2-113(2)(a) and (ii) designed and intended to protect the Parent's trade secrets as contemplated by C.R.S. 8-2-113(2)(b). As such, the Restricted Party and the Parent agree that the restriction set forth in this Section 3 are valid and enforceable pursuant to Colorado law.

Restriction on Activities. (a) From the Closing Date through the first anniversary thereof (the "Restricted Period"), no member of the Restricted Party Group shall, without the prior written consent of Parent, directly or indirectly: (i) engage in, carry on or assist, individually or as a principal, owner, officer, director, employee, shareholder, promoter, consultant, contractor, partner, member, joint venturer, agent, equity owner, lender or in any other capacity whatsoever, directly or indirectly, any (A) Competing Business or (B) Business Enterprise that is otherwise directly competitive with any Parent Company or any Affiliate of any Parent Company on or with respect to the Territory and which derives more than 5% of its revenues from or has more than 5% of its book value of assets located in the Territory; (ii) perform for any Business Enterprise engaged in a Competing Business any duty such member of the Restricted Party Group performed for the Evergreen Companies or their Affiliates that involved such member's access to, or knowledge or application of, Confidential Information; (iii) advise, request, induce or attempt to induce any customer, supplier, licensee or other business relation of any Parent Company or any Affiliate of any Parent Company to curtail, limit or cease doing business with any Parent Company or any Affiliate of any Parent Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and any Parent Company or any Affiliate of any Parent Company; (iv) other than for the benefit of Parent pursuant to the Consultant's arrangement with Parent set forth in Section 3 hereof, individually or as a principal, owner, officer, director, employee, shareholder, promoter, consultant, contractor, partner, member, joint venturer, agent, equity owner of more than 2% of the equity or in any other capacity whatsoever with or in any Business Enterprise, own, acquire, attempt to acquire or solicit the acquisition of (or assist any person or Business Enterprise to own, acquire, attempt to acquire or solicit the acquisition of) (A) any Oil and Gas Interest on or with respect to the Territory or (B) any Equity Interest in any Business Enterprise with any Oil and Gas Interests on or with respect to the Territory and which derives more than 5% of its revenues from or has more than 5% of its book value of assets located in the Territory; (v) hire, attempt to hire or contact or solicit with respect to hiring (A) any person who is an employee of any Parent Company, or (B) any person who was an employee of any Parent Company within 180 days after such person ceased to be so employed; or (vi) interfere with any of the Evergreen Oil and Gas Interests or in any way attempt to do any of the foregoing or assist any other Person to do or attempt to do any of the foregoing. (b) The Restricted PartyConsultant, on behalf of the Restricted Party Group, acknowledges that each of the covenants of Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) are in addition to, and shall not be construed as a limitation upon, any other covenant provided in Section 3(a4(a). The Restricted PartyConsultant, on behalf of the Restricted Party Group, agrees that the geographic boundaries, scope of prohibited activities and time duration of each of the covenants set forth in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) are reasonable in nature and are no broader than are necessary to protect the goodwill and Confidential Information of the Evergreen Companies, the assets or Equity Interests of which are being acquired by Parent indirectly through the merger of Merger Sub with and into Evergreen], and to protect the other legitimate business interests of the Evergreen Companies, including without limitation any goodwill developed by the Restricted Party Consultant with the Evergreen Evergreen] Companies' customers, suppliers, licensees and business partners. (c) The parties hereto intend that the covenants contained in each of Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) be construed as a series of separate covenants, one for each county in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the applicable covenant contained in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi). Furthermore, each of the covenants in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) hereof shall be deemed a separate and independent covenant, each being enforceable irrespective of the enforceability (with or without reformation) of the other covenants contained in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) hereof. The Restricted Party admits, acknowledges, and agrees that the restrictions set forth in this Section 3 4 are (i) made in connection with a contract for the purchase and sale of a business as contemplated by C.R.S 8-2-113(2)(a) and (ii) designed and intended to protect the Parent's trade secrets as contemplated by C.R.S. 8-2-113(2)(b). As such, the Restricted Party and the Parent agree that the restriction set forth in this Section 3 4 are valid and enforceable pursuant to Colorado law.

Restriction on Activities. (a) From the Closing Date through the first anniversary thereof (the "Restricted Period"), no member of the Restricted Party Group shall, without the prior written consent of Parent, directly or indirectly: (i) engage in, carry on or assist, individually or as a principal, owner, officer, director, employee, shareholder, promoter, consultant, contractor, partner, member, joint venturer, agent, equity owner, lender or in any other capacity whatsoever, directly or indirectly, any (A) Competing Business or (B) Business Enterprise that is otherwise directly competitive with any Parent Company or any Affiliate of any Parent Company on or with respect to the Territory and which derives more than 5% of its revenues from or has more than 5% of its book value of assets located in the Territory; (ii) perform for any Business Enterprise engaged in a Competing Business any duty such member of the Restricted Party Group performed for the Evergreen Companies or their Affiliates that involved such member's access to, or knowledge or application of, Confidential Information; (iii) advise, request, induce or attempt to induce any customer, supplier, licensee or other business relation of any Parent Company or any Affiliate of any Parent Company to curtail, limit or cease doing business with any Parent Company or any Affiliate of any Parent Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and any Parent Company or any Affiliate of any Parent Company; (iv) other than for the benefit of Parent pursuant to the Consultant's arrangement with Parent set forth in Section 3 hereof, individually or as a principal, owner, officer, director, employee, shareholder, promoter, consultant, contractor, partner, member, joint venturer, agent, equity owner of more than 2% of the equity or in any other capacity whatsoever with or in any Business Enterprise, own, acquire, attempt to acquire or solicit the acquisition of (or assist any person or Business Enterprise to own, acquire, attempt to acquire or solicit the acquisition of) (A) any Oil and Gas Interest on or with respect to the Territory or (B) any Equity Interest in any Business Enterprise with any Oil and Gas Interests on or with respect to the Territory and which 5 derives more than 5% of its revenues from or has more than 5% of its book value of assets located in the Territory; (v) hire, attempt to hire or contact or solicit with respect to hiring (A) any person who is an employee of any Parent Company, or (B) any person who was an employee of any Parent Company within 180 days after such person ceased to be so employed; or (vi) interfere with any of the Evergreen Oil and Gas Interests or in any way attempt to do any of the foregoing or assist any other Person to do or attempt to do any of the foregoing. (b) The Restricted PartyConsultant, on behalf of the Restricted Party Group, acknowledges that each of the covenants of Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) are in addition to, and shall not be construed as a limitation upon, any other covenant provided in Section 3(a4(a). The Restricted PartyConsultant, on behalf of the Restricted Party Group, agrees that the geographic boundaries, scope of prohibited activities and time duration of each of the covenants set forth in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) are reasonable in nature and are no broader than are necessary to protect the goodwill and Confidential Information of the Evergreen Companies, the assets or Equity Interests of which are being acquired by Parent indirectly through the merger of Merger Sub with and into Evergreen, and to protect the other legitimate business interests of the Evergreen Companies, including without limitation any goodwill developed by the Restricted Party Consultant with the Evergreen Companies' customers, suppliers, licensees and business partners. (c) The parties hereto intend that the covenants contained in each of Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) be construed as a series of separate covenants, one for each county in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the applicable covenant contained in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi). Furthermore, each of the covenants in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) hereof shall be deemed a separate and independent covenant, each being enforceable irrespective of the enforceability (with or without reformation) of the other covenants contained in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) hereof. The Restricted Party admits, acknowledges, and agrees that the restrictions set forth in this Section 3 4 are (i) made in connection with a contract for the purchase and sale of a business as contemplated by C.R.S 8-2-113(2)(a) and (ii) designed and intended to protect the Parent's trade secrets as contemplated by C.R.S. 8-2-113(2)(b). As such, the Restricted Party and the Parent agree that the restriction set forth in this Section 3 4 are valid and enforceable pursuant to Colorado law.

Restriction on Activities. (a) From During the Closing Date through the first anniversary thereof (the "Restricted Period"), no neither Xx. Xxxxx nor any member of the Restricted Party Group shall, without the prior written consent of Parentthe Company, directly or indirectly: (i) engage in, carry on or assist, individually or as a principal, owner, officer, director, employee, shareholder, promoter, consultant, contractor, partner, member, joint venturer, agent, equity ownerowner of an Equity Interest, lender or in any other capacity whatsoever, directly or indirectly, any (A) Competing Business or (B) Business Enterprise that is otherwise directly competitive with any Parent Company or any Affiliate of any Parent Company Affiliated Entities on or with respect to the Territory and which derives more than 5% of its revenues from or has more than 5% of its book value of in assets located in the Territory; (ii) perform for any Business Enterprise engaged in a Competing Business any duty such member of the Restricted Party Group Xx. Xxxxx performed for the Evergreen Companies or their Affiliates Affiliated Entities that involved such member's ’s access to, or knowledge or application of, Confidential Information; (iii) advise, request, induce or attempt to induce any customer, supplier, licensee or other business relation of any Parent Company or any Affiliate of any Parent Company the Affiliated Entities to curtail, limit or cease doing business with any Parent Company or any Affiliate of any Parent Companythe Affiliated Entities, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and any Parent Company or any Affiliate of any Parent Companythe Affiliated Entities; (iv) other than for the benefit of the Company pursuant to Xx. Xxxxx’x consulting arrangement with the Company set forth in Section 3, individually or as a principal, owner, officer, director, employee, shareholder, promoter, consultant, contractor, partner, member, joint venturer, agent, equity owner of an Equity Interest of more than 2% of (or more than 10% of, as the equity result of any holdings in a mutual fund, hedge fund or any other similar fund over which Xx. Xxxxx does not directly or indirectly control the investments thereof), or in any other capacity whatsoever with or in in, any Business Enterprise, own, acquire, attempt to acquire or solicit the acquisition of (or assist any person or Business Enterprise to own, acquire, attempt to acquire or solicit the acquisition of) (A) any Oil and Gas Interest on or with respect to the Territory Territory, or (B) any Equity Interest in any Business Enterprise with any Oil and Gas Interests on or with respect to the Territory and which derives more than 5% of its revenues from or has more than 5% of its book value of in assets located in the Territory; (v) hire, attempt to hire or contact or solicit with respect to hiring (A) any person Person who is an employee of any Parent Companythe Affiliated Entities, or (B) any person Person who was an employee of any Parent Company the Affiliated Entities within 180 days after such person Person ceased to be so employed, excluding, however, any immediate family member of Xx. Xxxxx or Xx. Xxxxx’x administrative assistant; or (vi) interfere with any of the Evergreen Company Oil and Gas Interests or in any way attempt to do any of the foregoing or assist any other Person to do or attempt to do any of the foregoing. (b) The Restricted PartyXx. Xxxxx, individually and on behalf of the Restricted Party Group, acknowledges that each of the covenants of Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) are in addition to, and shall not be construed as a limitation upon, any other covenant provided in Section 3(a4(a). The Restricted PartyXx. Xxxxx, individually and on behalf of the Restricted Party Group, agrees that the geographic boundaries, scope of prohibited activities and time duration of each of the covenants set forth in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) are reasonable in nature and are no broader than are necessary to protect the goodwill and Confidential Information of the Evergreen Companies, the assets or Equity Interests of which are being acquired by Parent indirectly through the merger of Merger Sub with Affiliated Entities and into Evergreen, and to protect the other legitimate business interests of the Evergreen CompaniesAffiliated Entities, including without limitation any goodwill developed by the Restricted Party Xx. Xxxxx with the Evergreen Companies' Affiliated Entities’ customers, suppliers, licensees licensees, business partners and business partnersemployees. (c) The parties hereto intend that the covenants contained in each of Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) be construed as a series of separate covenants, one for each county in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the applicable covenant contained in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi). Furthermore, each of the covenants in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) hereof shall be deemed a separate and independent covenant, each being enforceable irrespective of the enforceability (with or without reformation) of the other covenants contained in Sections 3(a)(i4(a)(i) through 3(a)(vi) hereof4(a)(vi). The As such, Xx. Xxxxx, individually and on behalf of the Restricted Party admits, acknowledgesGroup, and agrees the Company agree that the restrictions set forth in this Section 3 are (i) made in connection with a contract for the purchase and sale of a business as contemplated by C.R.S 8-2-113(2)(a) and (ii) designed and intended to protect the Parent's trade secrets as contemplated by C.R.S. 8-2-113(2)(b). As such, the Restricted Party and the Parent agree that the restriction set forth in this Section 3 4 are valid and enforceable pursuant to Colorado Texas law. (d) In consideration of Xx. Xxxxx, individually and on behalf of the Restricted Group, agreeing to the covenants of Section 4(a)(i) through 4(a)(vi), the Company agrees to pay Xx. Xxxxx $1,000,000 within three business days after the Retirement Date, and $1,000,000 on November 1, 2006 (collectively, the “Non-Compete Payment”). (e) The covenants contained this Section 4 shall not restrict Xx. Xxxxx’x ability to develop oil and gas interests underneath a maximum 5,000 acres of real property located in the Xxxxxxx Shale area of North Texas, in which real property Xx. Xxxxx owns at least a fifty percent interest in the surface.

Restriction on Activities. (a) From the Closing Date through the first second anniversary thereof (the "Restricted Period"), no member of the Restricted Party Group shall, without the prior written consent of Parent, directly or indirectly: (i) engage in, carry on or assist, individually or as a principal, owner, officer, director, employee, shareholder, promoter, consultant, contractor, partner, member, joint venturer, agent, equity owner, lender or in any other capacity whatsoever, directly or indirectly, any (A) Competing Business or (B) Business Enterprise that is otherwise directly competitive with any Parent Company or any Affiliate of any Parent Company on or with respect to the Territory and which derives more than 5% of its revenues from or has more than 5% of its book value of assets located in the TerritoryNon-Competition Area; (ii) perform for any Business Enterprise engaged in a Competing Business any duty such member of the Restricted Party Group performed for the Evergreen Companies or their Affiliates Companies; that involved such member's access to, or knowledge or application of, Confidential Information; (iii) advise, request, induce or attempt to induce any customer, supplier, licensee or other business relation of any Parent Company or any Affiliate of any Parent Company to curtail, limit or cease doing business with any Parent Company or any Affiliate of any Parent Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and any Parent Company or any Affiliate of any Parent Company; (iv) individually or as a principal, owner, officer, director, employee, shareholder, promoter, consultant, contractor, partner, member, joint venturer, agent, equity owner of more than 2% of the equity or in any other capacity whatsoever with or in any Business Enterprise, own, acquire, attempt to acquire or solicit the acquisition of (or assist any person or Business Enterprise to own, acquire, attempt to acquire or solicit the acquisition of) (A) any Oil and Gas Interest on or with respect to the Territory Non-Competition Area or (B) any Equity Interest in any Business Enterprise with any Oil and Gas Interests on or with respect to the Territory and which derives more than 5% of its revenues from or has more than 5% of its book value of assets located in the TerritoryNon-Competition Area; (v) hire, attempt to hire or contact or solicit with respect to hiring (A) any person who is an employee of any Parent Company, or (B) within 180 days after such person ceases to be so employed, any person who was an employee of any Parent Company within 180 days after such person ceased to be so employed; orCompany; (vi) interfere with any of the Evergreen Oil and Gas Interests or in any way attempt to do any of the foregoing or assist any other Person to do or attempt to do any of the foregoing; or (vii) individually or as a principal, owner, officer, director, employee, shareholder or beneficial owner of 5% or more of the outstanding shares, promoter, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any other capacity whatsoever with, or in, any Business Enterprise, acquire or assist any person or Business Enterprise to acquire, (A) any Oil and Gas Interest on or with respect to the Preferential Right Area or (B) any Equity Interest in any Business Enterprise with any Oil and Gas Interests on or with respect to the Preferential Right Area without providing Parent 30 days prior written notice and offering Parent the right to acquire up to 50% of the Oil and Gas Interest or Equity Interest in any Business Enterprise without any promote. Notice to Parent shall be in writing and set forth costs and all other relevant terms and conditions of such acquisition, along with copies of all applicable documentation related thereto including, without limitation, a copy of the relevant contracts, leases, assignments, farm-in agreements or equivalent agreements. Parent must make its election to participate in the transaction by written notification within 10 days after receipt of documentation that such Restricted Party has consummated the transaction. (b) The Restricted Party, on behalf of the Restricted Party Group, acknowledges that each of the covenants of Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vii) are in addition to, and shall not be construed as a limitation upon, any other covenant provided in Section 3(a4(a). The Restricted Party, on behalf of the Restricted Party Group, agrees that the geographic boundaries, scope of prohibited activities and time duration of each of the covenants set forth in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vii) are reasonable in nature and are no broader than are necessary to protect the goodwill and Confidential Information of the Evergreen Companies, the assets or Equity Interests of which are being acquired by Parent indirectly through the merger of Merger Sub with and into Evergreen, and to protect the other legitimate business interests of the Evergreen Companies, including without limitation any goodwill developed by the Restricted Party with the Evergreen Companies' customers, suppliers, licensees and business partners. (c) The parties hereto intend that the covenants contained in each of Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vii) be construed as a series of separate covenants, one for each county in the TerritoryNon-Competition Area or Preferential Right Area. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the applicable covenant contained in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vii). Furthermore, each of the covenants in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vii) hereof shall be deemed a separate and independent covenant, each being enforceable irrespective of the enforceability (with or without reformation) of the other covenants contained in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vii) hereof. The Restricted Party admits, acknowledges, and agrees that the restrictions set forth in this Section 3 4 are (i) made in connection with a contract for the purchase and sale of a business as contemplated by C.R.S C.R.S. 8-2-113(2)(a) and (ii) designed and intended to protect the Parent's trade secrets as contemplated by C.R.S. 8-2-113(2)(b). As such, the Restricted Party and the Parent agree that the restriction set forth in this Section 3 4 are valid and enforceable pursuant to Colorado law.

Restriction on Activities. (a) From the Closing Date through the first anniversary thereof (the "Restricted Period"), no member of the Restricted Party Group shall, without the prior written consent of Parent, directly or indirectly: (i) engage in, carry on or assist, individually or as a principal, owner, officer, director, employee, shareholder, promoter, consultant, contractor, partner, member, joint venturer, agent, equity owner, lender or in any other capacity whatsoever, directly or indirectly, any (A) Competing Business or (B) Business Enterprise that is otherwise directly competitive with any Parent Company or any Affiliate of any Parent Company on or with respect to the Territory and which derives more than 5% of its revenues from or has more than 5% of its book value of assets located in the Territory; (ii) perform for any Business Enterprise engaged in a Competing Business any duty such member of the Restricted Party Group performed for the Evergreen Companies or their Affiliates that involved such member's access to, or knowledge or application of, Confidential Information; (iii) advise, request, induce or attempt to induce any customer, supplier, licensee or other business relation of any Parent Company or any Affiliate of any Parent Company to curtail, limit or cease doing business with any Parent Company or any Affiliate of any Parent Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and any Parent Company or any Affiliate of any Parent Company; (iv) other than for the benefit of Parent pursuant to the Consultant's arrangement with Parent set forth in Section 3 hereof, individually or as a principal, owner, officer, director, employee, shareholder, promoter, consultant, contractor, partner, member, joint venturer, agent, equity owner of more than 2% of the equity or in any other capacity whatsoever with or in any Business Enterprise, own, acquire, attempt to acquire or solicit the acquisition of (or assist any person or Business Enterprise to own, acquire, attempt to acquire or solicit the acquisition of) (A) any Oil and Gas Interest on or with respect to the Territory or (B) any Equity Interest in any Business Enterprise with any Oil and Gas Interests on or with respect to the Territory and which 5 derives more than 5% of its revenues from or has more than 5% of its book value of assets located in the Territory; (v) hire, attempt to hire or contact or solicit with respect to hiring (A) any person who is an employee of any Parent Company, or (B) any person who was an employee of any Parent Company within 180 days after such person ceased to be so employed; or (vi) interfere with any of the Evergreen Oil and Gas Interests or in any way attempt to do any of the foregoing or assist any other Person to do or attempt to do any of the foregoing. (b) The Restricted PartyConsultant, on behalf of the Restricted Party Group, acknowledges that each of the covenants of Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) are in addition to, and shall not be construed as a limitation upon, any other covenant provided in Section 3(a4(a). The Restricted PartyConsultant, on behalf of the Restricted Party Group, agrees that the geographic boundaries, scope of prohibited activities and time duration of each of the covenants set forth in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) are reasonable in nature and are no broader than are necessary to protect the goodwill and Confidential Information of the Evergreen Companies, the assets or Equity Interests of which are being acquired by Parent indirectly through the merger of Merger Sub with and into Evergreen], and to protect the other legitimate business interests of the Evergreen Companies, including without limitation any goodwill developed by the Restricted Party Consultant with the Evergreen Evergreen] Companies' customers, suppliers, licensees and business partners. (c) The parties hereto intend that the covenants contained in each of Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) be construed as a series of separate covenants, one for each county in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the applicable covenant contained in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi). Furthermore, each of the covenants in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) hereof shall be deemed a separate and independent covenant, each being enforceable irrespective of the enforceability (with or without reformation) of the other covenants contained in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) hereof. The Restricted Party admits, acknowledges, and agrees that the restrictions set forth in this Section 3 4 are (i) made in connection with a contract for the purchase and sale of a business as contemplated by C.R.S 8-2-113(2)(a) and (ii) designed and intended to protect the Parent's trade secrets as contemplated by C.R.S. 8-2-113(2)(b). As such, the Restricted Party and the Parent agree that the restriction set forth in this Section 3 4 are valid and enforceable pursuant to Colorado law.

Restriction on Activities. (a) From the Closing Date through the first anniversary thereof (the "Restricted Period"), no member of the Restricted Party Group shall, without the prior written consent of Parent, directly or indirectly: (i) engage in, carry on or assist, individually or as a principal, owner, officer, director, employee, shareholder, promoter, consultant, contractor, partner, member, joint venturer, agent, equity owner, lender or in any other capacity whatsoever, directly or indirectly, any (A) Competing Business or (B) Business Enterprise that is otherwise directly competitive with any Parent Company or any Affiliate of any Parent Company on or with respect to the Territory and which derives more than 5% of its revenues from or has more than 5% of its book value of assets located in the Territory; (ii) perform for any Business Enterprise engaged in a Competing Business any duty such member of the Restricted Party Group performed for the Evergreen Companies or their Affiliates that involved such member's access to, or knowledge or application of, Confidential Information; (iii) advise, request, induce or attempt to induce any customer, supplier, licensee or other business relation of any Parent Company or any Affiliate of any Parent Company to curtail, limit or cease doing business with any Parent Company or any Affiliate of any Parent Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and any Parent Company or any Affiliate of any Parent Company; (iv) other than for the benefit of Parent pursuant to the Consultant's arrangement with Parent set forth in Section 3 hereof, individually or as a principal, owner, officer, director, employee, shareholder, promoter, consultant, contractor, partner, member, joint venturer, agent, equity owner of more than 2% of the equity or in any other capacity whatsoever with or in any Business Enterprise, own, acquire, attempt to acquire or solicit the acquisition of (or assist any person or Business Enterprise to own, acquire, attempt to acquire or solicit the acquisition of) (A) any Oil and Gas Interest on or with respect to the Territory or (B) any Equity Interest in any Business Enterprise with any Oil and Gas Interests on or with respect to the Territory and which derives more than 5% of its revenues from or has more than 5% of its book value of assets located in the Territory; (v) hire, attempt to hire or contact or solicit with respect to hiring (A) any person who is an employee of any Parent Company, or (B) any person who was an employee of any Parent Company within 180 days after such person ceased to be so employed; or (vi) interfere with any of the Evergreen Oil and Gas Interests or in any way attempt to do any of the foregoing or assist any other Person to do or attempt to do any of the foregoing. (b) The Restricted PartyConsultant, on behalf of the Restricted Party Group, acknowledges that each of the covenants of Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) are in addition to, and shall not be construed as a limitation upon, any other covenant provided in Section 3(a4(a). The Restricted PartyConsultant, on behalf of the Restricted Party Group, agrees that the geographic boundaries, scope of prohibited activities and time duration of each of the covenants set forth in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) are reasonable in nature and are no broader than are necessary to protect the goodwill and Confidential Information of the Evergreen Companies, the assets or Equity Interests of which are being acquired by Parent indirectly through the merger of Merger Sub with and into Evergreen, and to protect the other legitimate business interests of the Evergreen Companies, including without limitation any goodwill developed by the Restricted Party Consultant with the Evergreen Companies' customers, suppliers, licensees and business partners. (c) The parties hereto intend that the covenants contained in each of Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) be construed as a series of separate covenants, one for each county in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the applicable covenant contained in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi). Furthermore, each of the covenants in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) hereof shall be deemed a separate and independent covenant, each being enforceable irrespective of the enforceability (with or without reformation) of the other covenants contained in Sections 3(a)(i4(a)(i) through 3(a)(vi4(a)(vi) hereof. The Restricted Party admits, acknowledges, and agrees that the restrictions set forth in this Section 3 4 are (i) made in connection with a contract for the purchase and sale of a business as contemplated by C.R.S 8-2-113(2)(a) and (ii) designed and intended to protect the Parent's trade secrets as contemplated by C.R.S. 8-2-113(2)(b). As such, the Restricted Party and the Parent agree that the restriction set forth in this Section 3 4 are valid and enforceable pursuant to Colorado law.