Common use of RESTRICTIONS ON SELLERS Clause in Contracts

RESTRICTIONS ON SELLERS. 14.1 The Ordinary Shareholder and Sentrum Construction each undertake that they shall not and shall procure that each other member of their respective Retained Group shall not, directly or indirectly, either alone or jointly with any other person or in any capacity whatsoever: (a) neither pending nor within three (3) years following the Completion Date (except as holder of not more than five per cent. (5%) of any class of shares or securities of a person which is dealt in on any investment exchange) carry on or be engaged or otherwise interested in any business in the Restricted Territories which competes with the Business or any part of the Business; (b) neither pending nor within three (3) years following the Completion Date solicit the custom of any person who is or at any time during the two (2) years immediately preceding the Completion Date has been a customer or client of any Group Company, provided that the Ordinary Shareholder shall not be restricted from soliciting the custom of such persons (i) solely with respect to the Xxxxx Property, the Rugby Property and the Singapore Property; and (ii) any business that is not involved, directly or indirectly, in the data centre industry (and for the avoidance of doubt this shall not restrict the buying and selling of the Option Lands to data centre operators or the submission of planning applications in connection therewith); (c) neither pending nor within three (3) years following the Completion Date solicit or entice away any employee of, or consultant to, any Group Company or any member of the Purchaser’s Group, provided that the Ordinary Shareholder shall not be restricted from engaging professional consultancy firms for advice (i) in relation to the Xxxxx Property and the Rugby Property; and (ii) in jurisdictions that are not Restricted Territories; (d) save as provided in the Trade Xxxx License Agreement, at any time after Completion in the course of any business use the word “Sentrum” or use any trade, business or domain name or xxxx, logo or design previously used in the Business by any Group Company or anything which is, in the reasonable opinion of the Purchaser, capable of being confused with any of them; (e) challenge the validity or enforceability of any of the Registered Intellectual Property; or (f) assist or incite any other person to do any of the above. 14.2 Nothing in this Clause 13 shall restrict the ability of the Ordinary Shareholder to comply with the provisions of Clause 11.1. 14.3 Each of the restrictions contained in this Clause 13 is given to the Purchaser and each Group Company. Each such restriction shall be construed as a separate provision of this Agreement. If any restriction is unenforceable but would be valid if reduced in scope or duration the restriction shall apply with the minimum modifications as may be necessary to make it valid and enforceable. The Ordinary Shareholder and Sentrum Construction each acknowledge that each restriction is no greater than is reasonably necessary to protect the interests of the Purchaser, each Group Company and the other members of the Purchaser’s Group. 14.4 The Purchaser shall, for such period as the Trade Xxxx Licence Agreement is subsisting, maintain a link, in a prominent position, on its “xxxxxxx.xxx” website to the website operated by Xxxx Xxxx that hosts details relating to the Xxxxx Property.

RESTRICTIONS ON SELLERS. 14.1 The Ordinary Shareholder and Sentrum Construction each undertake 1.1 Each Seller undertakes that they it shall not and shall procure that each other member of their respective Retained the Sellers’ Group shall not, directly or indirectly, either alone or jointly with or as agent for any other person or in any capacity whatsoever:whatsoever (other than as expressly contemplated by this Agreement): (a) neither pending nor within three one (31) years year following the Completion Effective Date (except as holder of not more than five three per cent. (53%) of any class of shares or securities of a person which is dealt in on any investment exchange) ), carry on or be engaged or otherwise interested in any business in Europe or any other jurisdiction in which the Restricted Territories Purchasers’ Group carries out business as at the date of this Agreement and which competes with a business of the Purchasers’ Group and/or the Assets as at the Completion Effective Date, provided that this shall not restrict the operation of the Business (as at the Completion Effective Date or any part of as expanded into Canada, the BusinessUnited States or Latin America) by the Sellers; (b) neither pending nor within three (3) years following the Completion Date solicit the custom of or entice away any person who is or at any time during the two (2) years immediately preceding the Completion Date has been a customer or client of any Group CompanyTransferring Employee, provided that the Ordinary Shareholder placing of an advertisement of a post available to the public generally or the recruitment of a person through an employment agency shall not be restricted from soliciting the custom constitute a breach of such persons (ithis clause 18.1(b) solely with respect to the Xxxxx Property, the Rugby Property and the Singapore Property; and (ii) provided that neither Seller or any business that is not involved, directly or indirectly, in the data centre industry (and for the avoidance of doubt this shall not restrict the buying and selling member of the Option Lands Sellers’ Group encourages or advises such agency to data centre operators or the submission of planning applications in connection therewith)approach such Transferring Employee; (c) neither pending nor within three (3) years following the Completion Date solicit or entice away any employee of, or consultant to, any Group Company or any member of the Purchaser’s Group, provided that the Ordinary Shareholder shall not be restricted from engaging professional consultancy firms for advice (i) in relation to the Xxxxx Property and the Rugby Property; and (ii) in jurisdictions that are not Restricted Territories; (d) save as provided in the Trade Xxxx License Agreement, at any time after Completion in the course of any business use the word “Sentrum” or use any trade, business or domain name or xxxxmark, logo or design previously used in by the Business by Sellers or any Group Company or anything which is, in the reasonable opinion member of the Purchaser, capable Sellers’ Group in respect of being confused with any of themthe Domains; (ed) challenge the validity or enforceability of any of the Registered Intellectual Property; orDomains; (fe) assist or incite any other person third party to do any of the above. 14.2 Nothing in this Clause 13 shall restrict the ability of the Ordinary Shareholder to comply with the provisions of Clause 11.1. 14.3 1.2 Each of the restrictions contained in this Clause 13 18 is given to the each Purchaser and each Group Companyother member of the Purchasers’ Group. Each such restriction shall be construed as a separate provision of this Agreement. If any restriction is unenforceable but would be valid if reduced in scope or duration duration, the restriction shall apply with the minimum modifications as may be necessary to make it valid and enforceable. The Ordinary Shareholder and Sentrum Construction each acknowledge Each Seller acknowledges that each restriction is no greater than is reasonably necessary to protect the interests of the Purchaser, each Group Company Purchasers and the other members of the Purchaser’s Purchasers’ Group. 14.4 The Purchaser shall, for such period as the Trade Xxxx Licence Agreement is subsisting, maintain a link, in a prominent position, on its “xxxxxxx.xxx” website to the website operated by Xxxx Xxxx that hosts details relating to the Xxxxx Property.

RESTRICTIONS ON SELLERS. 14.1 The Ordinary Shareholder and Sentrum Construction each undertake 12.1 Each of the Management Sellers severally undertakes that they shall not and shall procure that each other member of their respective Retained Group it shall not, directly or indirectly, either alone or jointly with or as agent for any other person or in any capacity whatsoever: (a) neither pending nor within three (3) years following the Completion Date (except as holder of not more than five per cent. (5%) of any class of shares or securities of a person which is dealt in on any investment exchange) carry on or be engaged or otherwise interested in any business anywhere in the Restricted Territories world which competes with the Business or any part of the BusinessBusiness as carried on by the Group at Completion; (b) neither pending nor within three (3) years following the Completion Date solicit the custom of any person who is or at any time during the two (2) years immediately preceding the Completion Date has been a customer or client of any Group Company, provided that the Ordinary Shareholder shall not be restricted from soliciting the custom of such persons (i) solely with respect to the Xxxxx Property, the Rugby Property and the Singapore Property; and (ii) any business that is not involved, directly or indirectly, in the data centre industry (and for the avoidance of doubt this shall not restrict the buying and selling of the Option Lands to data centre operators or the submission of planning applications in connection therewith); (c) neither pending nor within three (3) years following the Completion Date solicit or entice away any employee of, or consultant to, any Group Company or any member of the Purchaser’s Group, Group or employ any such person provided that nothing in this Clause 12 shall prevent any of the Ordinary Shareholder shall not be restricted Sellers from engaging professional consultancy firms employing, or interviewing with a view to employing, any employee of the Group or any member of the Purchaser’s Group who responds to a publicly advertised vacancy or who, of his own volition, applies for advice (i) in relation to employment with any of the Xxxxx Property and the Rugby Property; and (ii) in jurisdictions that are not Restricted TerritoriesSellers; (dc) save as provided in the Trade Xxxx License Agreement, at any time after Completion in the course of any business which is competitive with the Business, use the word words “SentrumGram” or “Merge” or use any trade, business or domain name or xxxx, logo or design previously used in the Business by any Group Company or anything which is, in the reasonable opinion of the Purchaser, capable of being is likely to be confused with any of them; (ed) challenge the validity or enforceability of any of the Registered Intellectual PropertyBusiness IP Right; or (fe) assist or incite any other person to do any of the above. 14.2 Nothing in this Clause 13 shall restrict the ability of the Ordinary Shareholder to comply with the provisions of Clause 11.1. 14.3 12.2 Each of the restrictions contained in this Clause 13 12 is given to the Purchaser and each Group Company. Each such restriction shall be construed as a separate provision of this Agreement. If any restriction is unenforceable but would be valid if reduced in scope or duration the restriction shall apply with the minimum modifications as may be necessary to make it valid and enforceable. The Ordinary Shareholder and Sentrum Construction each acknowledge Each of the Management Sellers acknowledges that each restriction is no greater than is reasonably necessary to protect the interests of the Purchaser, ’s Group and each Group Company and the other members of the Purchaser’s GroupCompany. 14.4 The Purchaser shall, for such period as the Trade Xxxx Licence Agreement is subsisting, maintain a link, in a prominent position, on its “xxxxxxx.xxx” website to the website operated by Xxxx Xxxx that hosts details relating to the Xxxxx Property.

RESTRICTIONS ON SELLERS. 14.1 The Ordinary Shareholder and Sentrum Construction each undertake (A) Each Seller undertakes that they it shall not not, and shall procure that each other member of their respective Retained the Sellers' Group shall notnot for as long as it remains such a member, directly or indirectly, either alone or jointly with do any other person or in any capacity whatsoeverof the following things: (ai) neither pending nor within three (3) for a period of five years following after Completion, recommence the Completion Date (except as holder of not more than five per cent. (5%) manufacture or distribution of any class of shares or securities of a person which is dealt in on any investment exchange) carry on or be engaged or otherwise interested product in any business market in the Restricted Territories which competes with the Business or any part of the Business; (b) neither pending nor within three (3) years following European Culinary Brands Business is carried on at Completion under a mark xxxch any member of the Completion Date solicit the custom of any person who is or at any time during the two (2) years immediately preceding the Completion Date Sellers' Group has been a customer or client of any Group Company, provided ceased to use on that the Ordinary Shareholder shall not be restricted from soliciting the custom of such persons (i) solely with respect to the Xxxxx Property, the Rugby Property and the Singapore Property; and (ii) any business product in that is not involved, directly or indirectly, market in the data centre industry 12 months prior to Completion where such cessation of use took place so as to eliminate product overlap between the Sellers' Group (other than Bestfoods and its subsidiaries) and Bestfoods and its subsidiaries PROVIDED THAT (and for the avoidance of doubt subject to clause 24(B) nothing in this paragraph (i) shall not restrict the buying and selling prevent any member of the Option Lands Sellers' Group from transferring any endorser brand to data centre operators any product in such market as at Completion or the submission from re-entering any market from which it would otherwise be excluded by reason of planning applications in connection therewith)this paragraph; (cii) neither pending nor within three (3) two years following from the Completion Date Date, directly or indirectly solicit or endeavour to entice away any employee of, or consultant to, any Group Company or from the employment of any member of the Purchaser’s 's Group, provided that offer employment to or employ or offer to conclude any contract for 58 58 services with any Senior Employee without the Ordinary Shareholder shall not be restricted from engaging professional consultancy firms for advice (i) in relation to the Xxxxx Property and the Rugby Property; and (ii) in jurisdictions that are not Restricted Territories; (d) save as provided in the Trade Xxxx License Agreement, at any time after Completion in the course of any business use the word “Sentrum” or use any trade, business or domain name or xxxx, logo or design previously used in the Business by any Group Company or anything which is, in the reasonable opinion prior written consent of the Purchaser, capable of being confused with any of them;other than: (ea) challenge any Senior Employee whose employment with the validity relevant member of the Purchaser's Group has then ceased or enforceability who has received notice terminating such employment; and (b) any Senior Employee who responds to any public recruitment advertisement placed by or on behalf of any member of the Registered Intellectual PropertySellers' Group; or (fiii) intentionally assist or incite any other person to do any of the aboveforegoing things. 14.2 Nothing in this Clause 13 shall restrict (B) Subject always to the ability terms of the Ordinary Shareholder Co-existence Agreement, each Seller undertakes that it shall not, and shall procure that no other member of the Sellers' Group shall, for the duration of the Restricted Period, within any territory use any trade mark (xxgistered or unregistered) comprised in the Business IPR; Raguletto Marks (but in respect of each Raguletto Mark, xxly after the relevant Raguletto Sale Date); and any trade Mark xxxch is or is likely to comply with be confusingly similar to any such trade mark, (xncluding applying to register an internet domain name containing such a trade mark xx such territory) or challenge any trade mark xxxistration for, or oppose any application for registration made by any member of the provisions of Clause 11.1Purchaser's Group in relation to such a trade mark (xx procure, authorise, enable or assist any third party to do so). 14.3 (C) Each Seller undertakes that it shall, and shall procure that each member of the restrictions contained in this Clause 13 is given Sellers' Group shall, for the period until each Raguletto Mark xx assigned to the Purchaser and each Group Company. Each or the relevant Designated Purchaser (as the case may be) pursuant to Clause 3(B): (i) use that Raguletto Mark xxxy on or in connection with the products on or in connection with which that Raguletto Mark xx used at Completion; and (ii) maintain standards of quality for all goods on which such restriction Raguletto Mark xx used, which standards shall be construed as a separate provision no less than the standards of this Agreement. If any restriction is unenforceable but would be valid if reduced in scope or duration quality that have been maintained by the restriction shall apply with the minimum modifications as may be necessary to make it valid and enforceable. The Ordinary Shareholder and Sentrum Construction each acknowledge that each restriction is no greater than is reasonably necessary to protect the interests relevant member of the Purchaser, each Sellers' Group Company and the other members in connection with its use of the Purchaser’s Group. 14.4 The Purchaser shall, for such period as the Trade Xxxx Licence Agreement is subsisting, maintain a link, in a prominent position, on its “xxxxxxx.xxx” website that Raguletto Mark xx those goods prior to the website operated by Xxxx Xxxx that hosts details relating to the Xxxxx Property.Completion. 59 59