Common use of Restrictions on Competing Activities Following Closing Clause in Contracts

Restrictions on Competing Activities Following Closing. (i) Each of the Sellers agrees that from the Closing until the fifth anniversary of the Closing, they will not, and they shall ensure that each of the Sellers’ Affiliates (other than the Sold Companies) will not, directly or indirectly engage or invest in any business in competition with the Business as conducted immediately prior to the Closing. Notwithstanding the foregoing, this Section 5.12(a) shall not prohibit (i) the Sellers, directly or through any Affiliate, from conducting any business activities conducted by them as of the date of this Agreement (other than the Business), including the business activities of all IR company stores retained by Sellers (provided that any Business activities conducted by such retained IR company stores shall always be conducted in accordance with the terms of the IRES Sales & Service Agreements), and the business activities required of the Sellers pursuant to the Closing Agreements and pursuant to this Agreement; (ii) Sellers, directly or through any Affiliate, from investing in or holding not more than 10% of the outstanding capital stock or other ownership interests of any Person; (iii) the Sellers, directly or through any Affiliate, from hereafter acquiring and continuing to own and operate any entity which has operations that compete with the Business if such operations account for no more than 25 % of such acquired entity’s consolidated revenues at the time of such acquisition; and (iv) the Sellers, directly or through any Affiliate, from selling Inventory or other Assets then owned by any Seller. (ii) Each of the Buyers agrees that from the Closing until the second anniversary of the Closing, it will not utilize the Business, its Assets or products to compete with the Sellers’ business of manufacturing and selling material handling equipment in Europe, Asia and Africa, as conducted immediately prior to the Closing. However, this covenant shall not prohibit the Buyers from acquiring any third party business, nor shall Buyers be responsible for the activities of the Buyers’ independent distributors. (iii) For a period of two (2) years from the Closing Date, each of the Sellers agree that they will not, and they will cause their Affiliates not to, directly or indirectly, in any capacity and either separately, jointly or in association with others: (A) request, induce or attempt to influence any of the Business Employees to terminate his or her employment with or service to the Buyers or any Sold Company or their Affiliates; (B) attempt to dissuade any Business Employee from continuing employment with the Buyers or the Sold Companies or their Affiliates, as the case may be; or (C) hire or employ or solicit the employment of, or make or extend any offer of employment to, or otherwise any Business Employee who is then employed by Buyers or the Sold Companies or their Affiliates, or any Person who is covered by the immediately following sentence. The restrictions of clause (C) of this Section 5.12(iii) shall cease to apply to a Business Employee six (6) months after the later of (x) the date of termination of his or her employment with the Buyer, the Sold Companies and their Affiliates and (y) the last date on which such Business Employee receives severance or other termination payments from the Buyer, any Sold Company or any of their Affiliates. The foregoing notwithstanding, it shall not constitute a violation of Section 5.12(a)(iii) for the Sellers or their Affiliates to make a non-targeted placement search or to place a general solicitation for employment or other services in a newspaper, other periodical or on the internet or for any of the Sellers or their Affiliates to hire a former employee of the Business pursuant to such non-targeted placement search, general solicitation or pursuant to a preexisting contractual arrangement; provided that none of the Key Employees (as defined in Section 5.12(f)) shall be solicited by IR or any of its Affiliates or their respective agents or representatives, pursuant to, or hired by IR or any of its Affiliates as a result of, any such non-targeted placement search. (iv) For a period of two (2) years from the Closing Date, each of the Buyers agree that they will not, and they will cause their Affiliates not to, directly or indirectly, in any capacity and either separately, jointly or in association with others: (A) request, induce or attempt to influence any of the employees of the IR company stores retained by the Sellers to terminate his or her employment with or service to the Sellers or their Affiliates; (B) attempt to dissuade any of the employees of the IR company stores retained by the Sellers from continuing employment with the Sellers or their Affiliates, as the case may be; or (C) hire or employ or solicit the employment of, or make or extend any offer of employment to, any employee of the IR company stores retained by the Sellers who is then employed by Sellers or their Affiliates, or any Person who is covered by the immediately following sentence. The restrictions of clause (C) of this Section 5.12(iv) shall cease to apply to an employee of the IR company stores retained by the Sellers six (6) months after the later of (x) the date of termination of his or her employment with the Sellers and their Affiliates and (y) the last date on which such individual receives severance or other termination payments from the Sellers or any of their Affiliates. The foregoing notwithstanding, it shall not constitute a violation of Section 5.12(a)(iv) for the Buyers or their Affiliates to make a non-targeted placement search or to place a general solicitation for employment or other services in a newspaper, other periodical or on the internet or for any of the Buyers or their Affiliates to hire a former employee of the IR company stores retained by the Sellers pursuant to such non-targeted placement search, general solicitation or pursuant to a preexisting contractual arrangement.

Restrictions on Competing Activities Following Closing. (i) Each For a period of three (3) years from and after the Sellers Closing Date, each of Parent and Seller agrees that from the Closing until the fifth anniversary of the Closing, they it will not, and they shall ensure will cause its respective Subsidiaries not to directly or indirectly sell in any geographic areas or industry markets in which the Business has operated or sold products and services prior to Closing (the “Prior Areas”) any products or services that each are the same or substantially similar to any products or services of the Sellers’ Business immediately prior to Closing (such products or services, “Competitive Products”). Notwithstanding anything to the contrary in this Agreement, Parent, Seller and their respective Affiliates (other than the Sold Companies) will not, directly for a period of three (3) years following the Closing Date, bid on the Contracts set forth Schedule 5.12(a)(i), whether or indirectly engage or invest in any business not it would constitute a Competitive Product in competition with the Business as conducted immediately prior to the Closing. Buyer or its Subsidiaries. (ii) Notwithstanding the foregoing, this Section 5.12(a) shall not prohibit (i) the Sellerseach of Parent and/or Seller, directly or indirectly (through any Affiliate, from conducting any business activities conducted by them as of the date of this Agreement (other than the Businessan Affiliate or otherwise), including the business activities of all IR company stores retained by Sellers from: (provided that A) designing, developing, manufacturing, using or marketing, offering for sale or selling any Business activities conducted by such retained IR company stores shall always be conducted in accordance with the terms of the IRES Sales & Service Agreements)Non-Competitive Products, and the business activities required of the Sellers pursuant to the Closing Agreements and pursuant to this Agreement; (iiB) Sellers, directly or through any Affiliate, from investing in or holding not securities of any Person engaged in a business competitive to the Business to the extent such investment or holding does not, directly or indirectly, confer on Seller or any of their respective Affiliates more than 105% of the voting power, outstanding capital stock or other ownership interests of any Person; such Person and (iiiC) the Sellers, directly or through any Affiliate, from hereafter acquiring and or investing in or, after such acquisition or investment, continuing to own and operate operate, any entity or business which (1) has operations that compete with the Business if such operations account for no more less than 25 the greater of (y) 20% of such acquired entity’s consolidated revenues at for the time fiscal year ended immediately prior to such acquisition or investment and each subsequent fiscal year when Parent or Seller continues to operate such entity or business (provided that this Section 5.12(a)(ii)(y) shall not be deemed to be violated if such operations account for more than 20% of such acquisition; and entity’s consolidated revenues if within twelve (iv12) months following (I) the Sellersconsummation of such acquisition or (II) the first date in any subsequent fiscal year that such operations account for more than 20% of such entity’s consolidated revenues in its quarterly or annual financial statements, directly as the case may be, Seller’s or through any Affiliate, from selling Inventory or other Assets then owned by any Seller. (ii) Each of the Buyers agrees its Affiliates’ activities that from the Closing until the second anniversary of the Closing, it will not utilize the Business, its Assets or products to compete with the Sellers’ business Business account for less than 20% percent of manufacturing such entity’s consolidated annual revenues for the then most recently completed fiscal year) and selling material handling equipment (z) $150,000,000 in Europe, Asia and Africa, as conducted consolidated revenues for the fiscal year ended immediately prior to the Closingdate of such acquisition or investment and each subsequent fiscal year when Parent or Seller continues to operate such entity or business or (2) is set forth on Schedule 5.12(a)(ii). HoweverIn the event that Parent, Seller or any of their respective Affiliates shall sell to a Person any portion of their respective businesses (whether by means of acquisition, asset purchase, merger, consolidation, similar business combination or otherwise), the restrictions contained in this covenant Section 5.12(a)(ii) shall not prohibit such sale and shall not apply to any such acquiring Person or such Person’s Affiliates after the Buyers from acquiring any third party businessconsummation of such sale, nor provided that each of Parent and Seller shall Buyers continue to be responsible for the activities of the Buyers’ independent distributorsbound by this Section 5.12(a)(ii) following such sale. (iii) For a period of two (2) years from and after the Closing Date, each of the Sellers agree Parent and Seller agrees that they it will not, and they will cause its respective Subsidiaries (including through its and their Affiliates respective officers, directors and employees) not to, directly or indirectly, in any capacity and either separately, jointly or in association with others: (A) request, induce or attempt to influence any of the Business Employees to terminate his or her employment with or service to the Buyers Buyer or any Sold Company or their Affiliates; (B) attempt to dissuade any Business Employee from continuing employment with the Buyers Buyer or the Sold Companies or their Affiliates, as the case may be; or (C) hire or employ or solicit the employment of, or make or extend any offer of employment to, or otherwise to any Business Employee who is then employed by Buyers Buyer or the Sold Companies or their Affiliates, or any Person who is covered by the immediately following sentence. The restrictions of clause (C) of this Section 5.12(iii5.12(a)(iii) shall cease to apply to a Business Employee six (6) months after the later of (x) the date of termination of his or her employment with the Buyer, the Sold Companies and their Affiliates and (y) the last date on which such Business Employee receives severance or other termination payments from the Buyer, any Sold Company Companies or any of their Affiliates. The foregoing notwithstanding, it shall not constitute a violation Nothing in clause (C) of this Section 5.12(a)(iii) for the Sellers shall restrict or their Affiliates to make a non-targeted placement search or to place a general solicitation for employment or other services in a newspaperpreclude Parent, other periodical or on the internet or for any of the Sellers or their Affiliates to hire a former employee of the Business pursuant to such non-targeted placement search, general solicitation or pursuant to a preexisting contractual arrangement; provided that none of the Key Employees (as defined in Section 5.12(f)) shall be solicited by IR Seller or any of its Affiliates or their respective agents Affiliates from making generalized searches for employees by the use of advertisements in the media (including trade media) or representativesby engaging search firms that are not targeted at any such Business Employees so long as, pursuant tosubject to the fall away provision in this Section 5.12(a)(iii)(C) with respect to the terminated Business Employees, or hired by IR none of Parent, Seller or any of its their Affiliates as a result of, hire or employ any such non-targeted placement searchBusiness Employees during the two (2) year period from and after the Closing Date. (iv) For a period of two (2) years from and after the Closing Date, each of the Buyers agree Buyer agrees that they it will not, and they will cause the Sold Companies and each of Buyer’s and the Sold Companies’ respective Subsidiaries (including through its and their Affiliates respective officers, directors and employees) not to, directly or indirectly, in any capacity and either separately, jointly or in association with others: (A) request, induce or attempt to influence any of the employees of the IR company stores retained by the Sellers to terminate his or her employment with or service to Seller or its Affiliates, as the Sellers case may be, any employee of Seller or their Affiliatesits Affiliates that Buyer communicated with, became aware of or was introduced to in connection with the Transactions or who is first identified by employees of the Sold Companies or the Purchased Assets; (B) attempt to dissuade any of the employees of the IR company stores retained by the Sellers from continuing employment with the Sellers Seller or their its Affiliates, as the case may be, any employee of Seller or its Affiliates that Buyer communicated with, became aware of or was introduced to in connection with the Transactions or who is first identified by employees of the Sold Companies or the Purchased Assets; or (C) hire or employ or solicit the employment of, or make or extend any offer of employment to, any employee of Seller or its Affiliates that Buyer communicated with, became aware of or was introduced to in connection with the IR company stores retained by the Sellers Transactions or who is then employed first identified by Sellers employees of the Sold Companies or their Affiliates, or any Person who is covered by the immediately following sentencePurchased Assets. The restrictions of clause (C) of this Section 5.12(iv5.12(a)(iv) shall cease to apply to an employee of the IR company stores retained by the Sellers Seller or its Affiliates six (6) months after the later of (x) the date of termination of his or her employment with Seller and its Affiliates. Nothing in clause (C) of this Section 5.12(a)(iv) shall restrict or preclude Buyer, any of the Sellers and their Affiliates and (y) the last date on which such individual receives severance or other termination payments from the Sellers Sold Companies or any of their Buyer’s or the Sold Companies’ respective Affiliates from making generalized searches for employees by the use of advertisements in the media (including trade media) or by engaging search firms that are not targeted at any such employee of Seller or its Affiliates. . (v) The foregoing notwithstanding, it shall not constitute a violation of parties mutually agree that this Section 5.12(a)(iv5.12(a) for the Buyers or their Affiliates to make a non-targeted placement search or to place a general solicitation for employment or other services is reasonable in a newspaper, other periodical or on the internet or for any scope and duration in light of the Buyers or their Affiliates to hire a former employee nature, size and location of the IR company stores retained by Business and necessary to protect and preserve Buyer’s, Parent’s and Seller’s legitimate business interests and the Sellers pursuant value of the Business (including its goodwill), the Sold Interests and Parent’s and Seller’s other businesses, and to such non-targeted placement search, general solicitation or pursuant prevent any unfair advantage conferred on any party and their respective successors. It is the desire and intent of the parties that the provisions of this Section 5.12(a) be enforced to a preexisting contractual arrangementthe fullest extent permissible under applicable Law.

Restrictions on Competing Activities Following Closing. (i) Each For a period of three (3) years from and after the Sellers Closing Date, Seller agrees that from the Closing until the fifth anniversary of the Closing, they it will not, and they shall ensure that each of the Sellers’ Affiliates (other than the Sold Companies) will notcause its Subsidiaries not to, directly or indirectly as a stockholder, investor, member, partner or otherwise, own, manage, operate or engage or invest in any business (including any Person that engages in the business) in competition with the Business as conducted immediately prior to the ClosingClosing anywhere in the world. Notwithstanding the foregoing, this Section 5.12(a) shall not prohibit prohibit: (iA) the SellersSeller, directly or through any Affiliate, from conducting any business activities conducted by them as of the date of this Agreement (other than the Business)designing, including the business activities of all IR company stores retained by Sellers (provided that any Business activities conducted by such retained IR company stores shall always be conducted in accordance with the terms of the IRES Sales & Service Agreements)developing, and the business activities required of the Sellers pursuant to the Closing Agreements and pursuant to this Agreementmanufacturing or selling Non-Competitive Products; (iiB) SellersSeller, directly or through any Affiliate, from investing in or holding not publicly traded securities of any Person engaged in a business competitive to the Business to the extent such investment or holding does not, directly or indirectly, confer on Seller and any Affiliate of Seller more than 105% of the outstanding capital stock or other ownership interests voting power of any such Person; or (iiiC) the SellersSeller, directly or through any Affiliate, from hereafter acquiring and continuing to own and operate or investing in any entity or business which has operations that compete with the Business if such operations account for no more less than 25 the greater of (x) 25% of such acquired entity’s 's consolidated revenues at for the time fiscal year ended immediately prior to such acquisition (provided that this Section 5.12(a)(i)(C) shall not be deemed to be violated if such operations account for more than 25% of such acquisition; entity's consolidated revenues if within twelve (12) months following the consummation of such acquisition Seller's or any of its Affiliates' activities that compete with the Business account for less than 25% percent of such entity's consolidated annual revenues for the then most recently completed fiscal year) and (ivy) $200,000,000 in consolidated revenues for the Sellersfiscal year ended immediately prior to the date of such acquisition or investment, directly and, in each case contemplated and permitted by this clause (C), Seller divests, or through shall cause such Affiliate to divest, such operations within twelve (12) months of acquiring or investing in such business. In the event that Seller or any Affiliateof its Affiliates shall sell to a Person any portion of their respective businesses (whether by means of acquisition, from selling Inventory asset purchase, merger, consolidation, similar business combination or other Assets then owned otherwise), the restrictions contained in this Section 5.12(a)(i) shall not prohibit such sale and shall not apply to any such Person or such Person's Affiliates; provided that Seller shall continue to be bound by any Sellerthis Section 5.12(a)(i) following such sale. (ii) Each of the Buyers agrees that from the Closing until the second anniversary of the Closing, it will not utilize the Business, its Assets or products to compete with the Sellers’ business of manufacturing and selling material handling equipment in Europe, Asia and Africa, as conducted immediately prior to the Closing. However, this covenant shall not prohibit the Buyers from acquiring any third party business, nor shall Buyers be responsible for the activities of the Buyers’ independent distributors. (iii) For a period of two eighteen (218) years months from and after the Closing Date, each of the Sellers agree Seller agrees that they it will not, and they will cause its Subsidiaries (including through its and their Affiliates respective officers, directors and employees) not to, directly or indirectly, in any capacity and either separately, jointly or in association with others: (A) request, induce or attempt to influence any of the Business Employees to terminate his or her employment with or service to the Buyers Buyer or any Sold Company or their Affiliates; (B) attempt to dissuade any Business Employee from continuing employment with the Buyers Buyer or the Sold Companies or their Affiliates, as the case may be; or (C) hire or employ or solicit the employment of, or make or extend any offer of employment toto (in any case whether as an employee, consultant or otherwise otherwise) any Business Employee who is then employed by Buyers Buyer or the Sold Companies or their Affiliates, or any Person who is covered by the immediately following sentence. The restrictions of clause (C) of this Section 5.12(iii5.12(a)(ii) shall cease to apply to a Business Employee six twelve (612) months after the later of (x) the date of termination of his or her employment with the Buyer, the Sold Companies and their Affiliates and (y) the last date on which such Business Employee receives severance or other termination payments from the Buyer, any Sold Company Companies or any of their Affiliates. The foregoing notwithstanding, it shall not constitute a violation of Nothing in this Section 5.12(a)(iii) for the Sellers or their Affiliates to make a non-targeted placement search or to place a general solicitation for employment or other services in a newspaper, other periodical or on the internet or for any of the Sellers or their Affiliates to hire a former employee of the Business pursuant to such non-targeted placement search, general solicitation or pursuant to a preexisting contractual arrangement; provided that none of the Key Employees (as defined in Section 5.12(f)5.12(a)(ii)(C) shall be solicited by IR restrict or preclude Seller or any of its Affiliates from making generalized searches for employees by the use of advertisements in the media (including trade media) or their respective agents or representatives, pursuant to, or hired by IR or any of its Affiliates as a result of, engaging search firms that are not targeted at any such non-targeted placement searchBusiness Employees. (iviii) For a period of two eighteen (218) years months from and after the Closing Date, each of the Buyers agree Buyer agrees that they it will not, and they will cause the Sold Companies and each of Buyer’s and the Sold Companies’ respective Affiliates (including through its and their Affiliates respective officers, directors and employees) not to, directly or indirectly, use confidential information obtained from the Transferred Employees relating to the business of Seller as of the date hereof (other than the Business) in any capacity and either separately, jointly or in association with othersorder to: (A) request, induce or attempt to influence any of the employees of the IR company stores retained by the Sellers Seller Restricted Employee to terminate his or her employment with or service to the Sellers Seller or their its Affiliates; (B) attempt to dissuade any of the employees of the IR company stores retained by the Sellers Seller Restricted Employee from continuing employment with the Sellers Seller or their its Affiliates, as the case may be; or (C) hire or employ or solicit the employment of, or make or extend any offer of employment toto (in any case whether as an employee, consultant or otherwise) any executive employee of Seller or its Affiliates or any employee of Seller or its Affiliates assigned to a Novated Contract and listed on Schedule 5.12(a)(iii)(C), who Buyer or any of the IR company stores retained by Sold Companies or any their respective Affiliates, officers, directors or employees (any such Person, a “Buyer Soliciting Party”) has knowledge of as a result of any Transferred Employee’s relationship or familiarity with the Sellers who is then employed by Sellers employees of Seller or their Affiliatesits Affiliates (any of the foregoing, a “Seller Restricted Employee”), or any Person who is covered by the immediately following sentence. The restrictions of clause (C) of this Section 5.12(iv5.12(a)(iii) shall cease to apply to an employee of the IR company stores retained by the Sellers six a Seller Restricted Employee twelve (612) months after the later of (x) the date of termination of his or her employment with Seller and its Affiliates. Nothing in this Section 5.12(a)(iii)(C) shall restrict or preclude Buyer, any of the Sellers and their Affiliates and (y) the last date on which such individual receives severance or other termination payments from the Sellers Sold Companies or any of their Buyer’s or the Sold Companies’ respective Affiliates from making generalized searches for employees by the use of advertisements in the media (including trade media) or by engaging search firms that are not targeted at any such employees of Seller or its Affiliates. . (iv) The foregoing notwithstanding, it shall not constitute a violation of parties mutually agree that this Section 5.12(a)(iv5.12(a) for the Buyers or their Affiliates to make a non-targeted placement search or to place a general solicitation for employment or other services is reasonable in a newspaper, other periodical or on the internet or for any scope and duration in light of the Buyers or their Affiliates to hire a former employee nature, size and locations of the IR company stores retained by Business and necessary to protect and preserve Buyer's and Seller’s legitimate business interests and the Sellers pursuant value of the Business (including its goodwill) and the Sold Shares and Seller’s other businesses, and to such non-targeted placement search, general solicitation or pursuant prevent any unfair advantage conferred on any party and their respective successors. It is the desire and intent of the parties that the provisions of this Section 5.12(a) be enforced to a preexisting contractual arrangementthe fullest extent permissible under applicable Law.

Restrictions on Competing Activities Following Closing. (i) Each For a period of three (3) years from and after the Sellers Closing Date, Seller agrees that from the Closing until the fifth anniversary of the Closing, they it will not, and they shall ensure that each of the Sellers’ Affiliates (other than the Sold Companies) will notcause its Subsidiaries not to, directly or indirectly as a stockholder, investor, member, partner or otherwise, own, manage, operate or engage or invest in any business (including any Person that engages in the business) in competition with the Business as conducted immediately prior to the ClosingClosing anywhere in the world. Notwithstanding the foregoing, this Section 5.12(a) shall not prohibit prohibit: (iA) the SellersSeller, directly or through any Affiliate, from conducting any business activities conducted by them as of the date of this Agreement (other than the Business)designing, including the business activities of all IR company stores retained by Sellers (provided that any Business activities conducted by such retained IR company stores shall always be conducted in accordance with the terms of the IRES Sales & Service Agreements)developing, and the business activities required of the Sellers pursuant to the Closing Agreements and pursuant to this Agreementmanufacturing or selling Non-Competitive Products; (iiB) SellersSeller, directly or through any Affiliate, from investing in or holding not publicly traded securities of any Person engaged in a business competitive to the Business to the extent such investment or holding does not, directly or indirectly, confer on Seller and any Affiliate of Seller more than 105% of the outstanding capital stock or other ownership interests voting power of any such Person; or (iiiC) the SellersSeller, directly or through any Affiliate, from hereafter acquiring and continuing to own and operate or investing in any entity or business which has operations that compete with the Business if such operations account for no more less than 25 the greater of (x) 25% of such acquired entity’s consolidated revenues at for the time fiscal year ended immediately prior to such acquisition (provided that this Section 5.12(a)(i)(C) shall not be deemed to be violated if such operations account for more than 25% of such acquisition; entity’s consolidated revenues if within twelve (12) months following the consummation of such acquisition Seller’s or any of its Affiliates’ activities that compete with the Business account for less than 25% percent of such entity’s consolidated annual revenues for the then most recently completed fiscal year) and (ivy) $200,000,000 in consolidated revenues for the Sellersfiscal year ended immediately prior to the date of such acquisition or investment, directly and, in each case contemplated and permitted by this clause (C), Seller divests, or through shall cause such Affiliate to divest, such operations within twelve (12) months of acquiring or investing in such business. In the event that Seller or any Affiliateof its Affiliates shall sell to a Person any portion of their respective businesses (whether by means of acquisition, from selling Inventory asset purchase, merger, consolidation, similar business combination or other Assets then owned otherwise), the restrictions contained in this Section 5.12(a)(i) shall not prohibit such sale and shall not apply to any such Person or such Person’s Affiliates; provided that Seller shall continue to be bound by any Sellerthis Section 5.12(a)(i) following such sale. (ii) Each of the Buyers agrees that from the Closing until the second anniversary of the Closing, it will not utilize the Business, its Assets or products to compete with the Sellers’ business of manufacturing and selling material handling equipment in Europe, Asia and Africa, as conducted immediately prior to the Closing. However, this covenant shall not prohibit the Buyers from acquiring any third party business, nor shall Buyers be responsible for the activities of the Buyers’ independent distributors. (iii) For a period of two eighteen (218) years months from and after the Closing Date, each of the Sellers agree Seller agrees that they it will not, and they will cause its Subsidiaries (including through its and their Affiliates respective officers, directors and employees) not to, directly or indirectly, in any capacity and either separately, jointly or in association with others: (A) request, induce or attempt to influence any of the Business Employees to terminate his or her employment with or service to the Buyers Buyer or any Sold Company or their Affiliates; (B) attempt to dissuade any Business Employee from continuing employment with the Buyers Buyer or the Sold Companies or their Affiliates, as the case may be; or (C) hire or employ or solicit the employment of, or make or extend any offer of employment toto (in any case whether as an employee, consultant or otherwise otherwise) any Business Employee who is then employed by Buyers Buyer or the Sold Companies or their Affiliates, or any Person who is covered by the immediately following sentence. The restrictions of clause (C) of this Section 5.12(iii5.12(a)(ii) shall cease to apply to a Business Employee six twelve (612) months after the later of (x) the date of termination of his or her employment with the Buyer, the Sold Companies and their Affiliates and (y) the last date on which such Business Employee receives severance or other termination payments from the Buyer, any Sold Company Companies or any of their Affiliates. The foregoing notwithstanding, it shall not constitute a violation of Nothing in this Section 5.12(a)(iii) for the Sellers or their Affiliates to make a non-targeted placement search or to place a general solicitation for employment or other services in a newspaper, other periodical or on the internet or for any of the Sellers or their Affiliates to hire a former employee of the Business pursuant to such non-targeted placement search, general solicitation or pursuant to a preexisting contractual arrangement; provided that none of the Key Employees (as defined in Section 5.12(f)5.12(a)(ii)(C) shall be solicited by IR restrict or preclude Seller or any of its Affiliates from making generalized searches for employees by the use of advertisements in the media (including trade media) or their respective agents or representatives, pursuant to, or hired by IR or any of its Affiliates as a result of, engaging search firms that are not targeted at any such non-targeted placement searchBusiness Employees. (iviii) For a period of two eighteen (218) years months from and after the Closing Date, each of the Buyers agree Buyer agrees that they it will not, and they will cause the Sold Companies and each of Buyer’s and the Sold Companies’ respective Affiliates (including through its and their Affiliates respective officers, directors and employees) not to, directly or indirectly, use confidential information obtained from the Transferred Employees relating to the business of Seller as of the date hereof (other than the Business) in any capacity and either separately, jointly or in association with othersorder to: (A) request, induce or attempt to influence any of the employees of the IR company stores retained by the Sellers Seller Restricted Employee to terminate his or her employment with or service to the Sellers Seller or their its Affiliates; (B) attempt to dissuade any of the employees of the IR company stores retained by the Sellers Seller Restricted Employee from continuing employment with the Sellers Seller or their its Affiliates, as the case may be; or (C) hire or employ or solicit the employment of, or make or extend any offer of employment toto (in any case whether as an employee, consultant or otherwise) any executive employee of Seller or its Affiliates or any employee of Seller or its Affiliates assigned to a Novated Contract and listed on Schedule 5.12(a)(iii)(C), who Buyer or any of the IR company stores retained by Sold Companies or any their respective Affiliates, officers, directors or employees (any such Person, a “Buyer Soliciting Party”) has knowledge of as a result of any Transferred Employee’s relationship or familiarity with the Sellers who is then employed by Sellers employees of Seller or their Affiliatesits Affiliates (any of the foregoing, a “Seller Restricted Employee”), or any Person who is covered by the immediately following sentence. The restrictions of clause (C) of this Section 5.12(iv5.12(a)(iii) shall cease to apply to an employee of the IR company stores retained by the Sellers six a Seller Restricted Employee twelve (612) months after the later of (x) the date of termination of his or her employment with Seller and its Affiliates. Nothing in this Section 5.12(a)(iii)(C) shall restrict or preclude Buyer, any of the Sellers and their Affiliates and (y) the last date on which such individual receives severance or other termination payments from the Sellers Sold Companies or any of their Buyer’s or the Sold Companies’ respective Affiliates from making generalized searches for employees by the use of advertisements in the media (including trade media) or by engaging search firms that are not targeted at any such employees of Seller or its Affiliates. . (iv) The foregoing notwithstanding, it shall not constitute a violation of parties mutually agree that this Section 5.12(a)(iv5.12(a) for the Buyers or their Affiliates to make a non-targeted placement search or to place a general solicitation for employment or other services is reasonable in a newspaper, other periodical or on the internet or for any scope and duration in light of the Buyers or their Affiliates to hire a former employee nature, size and locations of the IR company stores retained by Business and necessary to protect and preserve Buyer’s and Seller’s legitimate business interests and the Sellers pursuant value of the Business (including its goodwill) and the Sold Shares and Seller’s other businesses, and to such non-targeted placement search, general solicitation or pursuant prevent any unfair advantage conferred on any party and their respective successors. It is the desire and intent of the parties that the provisions of this Section 5.12(a) be enforced to a preexisting contractual arrangementthe fullest extent permissible under applicable Law.