Common use of Restrictive Agreement Clause in Contracts

Restrictive Agreement. 14.1 To assure to the Purchaser the full benefit of the business and goodwill of the Group Companies, the Vendor undertakes by way of further consideration for the obligations of the Purchaser under this agreement, as separate and independent agreements, that neither the Vendor nor any company directly or indirectly under the control of the Vendor including any subsidiary undertakings will not: 14.1.1 disclose to another person, or itself use for any purpose (save for the purposes of the businesses of members of the Remaining Group) information concerning the businesses, accounts or finances of the Group Companies, or their clients' or customers' transactions or affairs of which the Vendor has knowledge save to the extent disclosure is required by the London Stock Exchange or any other regulatory authority or by law; 14.1.2 for two years after Completion, either on the Vendor's own account or for another person, directly or indirectly solicit, interfere with or endeavour to entice away from a Group Company a person who, to the Vendor's knowledge or that of any member of the Remaining Group, is, or has during the 24 months prior to the date of this agreement been, a client, customer or employee of, or in the habit of dealing with, a Group Company save for any client or customer who has also been during that period a client or customer of any member of the Remaining Group for the limited purposes of providing services to such customers or clients provided that such services are not in competition with any business of any Group Company; 14.1.3 for five years after Completion, either alone or jointly with another person, directly or indirectly carry on or be engaged, in any area in which business has been carried on by any Group Company during the period of 12 months prior to Completion, in any business in competition with a Group Company provided that nothing in this agreement shall prevent any member of the Remaining Group from providing services to, and supplying any equipment for hire (other than equipment supplied for hire by any Group Company during the 12 months immediately preceding the date of Completion) or sale to (i) the television or presentation industries and (ii) any client or customer of any member of the Remaining Group (whether or not such client or customer operates in both or either of the film and television industries). 14.2 The Vendor agrees that the covenants and undertakings contained in clause 14.1 are reasonable and are entered into for the purpose of protecting the goodwill of the business of the Group Companies. Although the Vendor also acknowledges that the availability of the covenants is a factor which the Purchaser has considered in agreeing the Consideration the parties agree that the remedies of the Purchaser for breach of the covenants shall be limited to injunctive relief and/or damages but there shall not be an entitlement to an abatement of the Consideration. 14.3 Each covenant and undertaking contained in clause 14.1 shall be construed as a separate covenant or undertaking. If one or more of the covenants and undertakings is held to be against the public interest or unlawful or in any way an unreasonable restraint of trade, the remaining covenants and undertakings shall continue to bind the Vendor. 14.4 If any covenant or undertaking contained in clause 14.1 were void but would be valid if the period of application were reduced or if some part of the covenant or undertaking were deleted, the covenant or undertaking in question shall apply with such modification as is necessary to make it valid. 14.5 For the purposes of this clause 14 references to a "person" shall include any natural person, company or firm.

Restrictive Agreement. 14.1 9.1 To assure to the Purchaser Buyer the full benefit of the business and goodwill of the Group CompaniesBusiness, the Vendor undertakes Guarantors and the Seller undertake by way of further consideration for the obligations of the Purchaser Buyer under this agreement, as separate and independent agreements, that neither it shall not without the Vendor nor any company directly or indirectly under the control of the Vendor including any subsidiary undertakings will notBuyer's prior written consent: 14.1.1 9.1.1 disclose to another person, person or itself use for any purpose (save for purpose, and shall use all reasonable endeavours to prevent the purposes of the businesses of members of the Remaining Group) publication or disclosure of, information concerning the businesses, accounts Business or finances of Assets or the Group Companies, or their clients' or customers' transactions or affairs of the clients or customers of the Business, of which the Vendor it has knowledge save to the extent disclosure is required by the London Stock Exchange or any other regulatory authority or by lawknowledge; 14.1.2 9.1.2 for two five years after Completion, in relation to a business which is substantially the same as or in direct competition with the Business, either on the Vendor's its own account or for another person, directly or indirectly solicit, interfere with or endeavour to entice away from a Group Company the Buyer a person who, to the Vendor's knowledge or that of any member of the Remaining Groupits knowledge, is, or has has, during the 24 months prior to the date of this agreement beentwo years preceding Completion, been a client, customer or employee supplier of, or in the habit of dealing with, a Group Company save for any client or customer who has also been during that period a client or customer of any member of the Remaining Group for Seller in relation to the limited purposes of providing services to such customers or clients provided that such services are not in competition with any business of any Group CompanyBusiness; 14.1.3 9.1.3 for five years after Completion, in relation to a business which is substantially the same as or in direct competition with the Business either alone on its own account or jointly with for another person, directly or indirectly supply goods or services to a person who, to its knowledge, is, or has during the two years preceding Completion been, a client, customer, or supplier to or in the habit of dealing with the Seller in relation to the Business; 9.1.4 for five years after Completion, in relation to a business which is substantially the same as or in direct competition with the Business either on its own account or for another person, directly or indirectly, offer employment to or employ or offer or conclude any contract for services with any Senior Employee; 9.1.5 for five years after Completion, carry on or be engagedengaged or concerned in, within any of the countries listed in any area schedule 4 in a business which business has been is substantially the same as or in direct competition with the Business, or a material part of it, as now carried on by (although, for the avoidance of doubt the restrictions in this sub-clause 9.1.5 shall not prevent the Seller and the Guarantors from being engaged or concerned with simulation and control businesses for the manufacturing market); 9.1.6 at any Group Company during the period of 12 months prior to time after Completion, make adverse comments in relation to the Buyer or the Business or its employees. 9.2 The Guarantors and the Seller further undertake to procure that none of their respective Subsidiary Undertakings, officers or employees does any business in competition with a Group Company provided that nothing in this agreement shall prevent any member of the Remaining Group from providing services to, and supplying any equipment for hire (other than equipment supplied for hire by any Group Company during the 12 months immediately preceding the date of Completion) or sale to (i) the television or presentation industries and (ii) any client or customer of any member of the Remaining Group (whether or not such client or customer operates in both or either of the film and television industries). 14.2 The Vendor agrees that the covenants and undertakings contained matters set out in clause 14.1 are reasonable and are entered into for the purpose of protecting the goodwill of the business of the Group Companies. Although the Vendor also acknowledges that the availability of the covenants is a factor which the Purchaser has considered in agreeing the Consideration the parties agree that the remedies of the Purchaser for breach of the covenants shall be limited to injunctive relief and/or damages but there shall not be an entitlement to an abatement of the Consideration9.1. 14.3 Each covenant and undertaking contained in clause 14.1 shall be construed as a separate covenant or undertaking. If one or more of the covenants and undertakings is held to be against the public interest or unlawful or in any way an unreasonable restraint of trade, the remaining covenants and undertakings shall continue to bind the Vendor. 14.4 If any covenant or undertaking contained in clause 14.1 were void but would be valid if the period of application were reduced or if some part of the covenant or undertaking were deleted, the covenant or undertaking in question shall apply with such modification as is necessary to make it valid. 14.5 For the purposes of this clause 14 references to a "person" shall include any natural person, company or firm.

Restrictive Agreement. 14.1 To assure 6.1 For the purpose of assuring to the Purchaser the full benefit of the business and goodwill of the Group Companies, Company and the Vendor Subsidiaries each of the Vendors undertakes by way of further consideration for the obligations of the Purchaser under this agreement, Agreement as separate and independent agreements, agreements that neither the Vendor nor any company directly or indirectly under the control of the Vendor including any subsidiary undertakings he will not: 14.1.1 6.1.1 at any time after the Completion Date disclose to another person, any person or itself himself use for any purpose (save for and shall use his best endeavours to prevent the purposes of the businesses of members of the Remaining Group) publication or disclosure of, any information concerning the businessesbusiness, accounts or finances of the Group Companies, Company or their any of its clients' or customers' transactions or affairs of which may, or may have, come to his knowledge unless required to do so by law, rules and/or any relevant public authorities, in which event the Vendor has knowledge save concerned will inform Purchaser prior to the extent publication or disclosure what information is required by the London Stock Exchange to be published or any other regulatory authority or by lawdisclosed; 14.1.2 6.1.2 for a period of two years after Completion, the Completion Date either on the Vendor's his own account or for another person, any other person directly or indirectly solicit, interfere with or endeavour to entice away from a Group the Company a any person who, who to the Vendor's his knowledge or that of any member of the Remaining Group, is, is now or has during the 24 months prior to two years preceding the date of this agreement been, Agreement been a client, customer or employee of, or in the habit of dealing with, a Group Company save for any client or customer who has also been during that period a client or customer of any member of the Remaining Group for the limited purposes of providing services to such customers or clients provided that such services are not in competition with any business of any Group Company; 14.1.3 6.1.3 The Vendors and/or their Group Companies, with the exception of NeSBIC and its Group Companies, shall not directly or indirectly work for five or offer services to competitors of the Company and/or the Subsidiaries and shall not, either during or within 2 (two) years after Completion, either alone or jointly with another personthe Completion Date, directly or indirectly carry on or be engagedindirectly, engage in any area in which business has been carried on by any Group Company during the period of 12 months prior to Completion, in any business in competition activities competing with a Group Company provided that nothing in this agreement shall prevent any member of the Remaining Group from providing services to, and supplying any equipment for hire (other than equipment supplied for hire by any Group Company during the 12 months immediately preceding the date of Completion) or sale to (i) the television or presentation industries and (ii) any client or customer of any member of the Remaining Group (whether or not such client or customer operates in both or either of the film and television industries). 14.2 The Vendor agrees that the covenants and undertakings contained in clause 14.1 are reasonable and are entered into for the purpose of protecting the goodwill of the business of the Company and/or its Subsidiaries, either on its own account or for others, all over the world (taking into consideration the global nature of the activities and that they can be performed anywhere) except on behalf of and for the Company or as an investment only in a listed company. 6.2 In the event Vendors and/or their Group Companies. Although Companies breach article 6.1 of the Agreement the Vendor also acknowledges that the availability concerned will forfeit a penalty not open to judicial moderation of the covenants is DF'L one million for each breach and of DFL 250,000 for each day, part of a factor which the Purchaser has considered in agreeing the Consideration the parties agree that the remedies of the Purchaser for breach of the covenants shall day to be limited to injunctive relief and/or damages but there shall not be an entitlement to an abatement of the Consideration. 14.3 Each covenant and undertaking contained in clause 14.1 shall be construed calculated as a separate covenant or undertaking. If one or more of the covenants and undertakings is held to be against the public interest or unlawful or in any way an unreasonable restraint of tradecomplete day, the remaining covenants breach continues, without any notice of default being necessary and undertakings shall continue to bind notwithstanding the Vendor. 14.4 If any covenant or undertaking contained in clause 14.1 were void but would be valid if the period rights of application were reduced or if some part of the covenant or undertaking were deletedPurchaser, the covenant Company or undertaking in question shall apply with such modification as is necessary the Subsidiaries to make it validdemand full damages. 14.5 For the purposes of this clause 14 references to a "person" shall include any natural person, company or firm.