Common use of Sellers Covenant Not to Compete Clause in Contracts

Sellers Covenant Not to Compete. (a) In furtherance of the transactions contemplated by this Agreement and in order to secure the interests of the parties hereto, Seller agrees that it will not, for a period of seven (7) years from the Closing Date, directly or indirectly, for itself or on behalf of or in conjunction with any other person sell an Econazole Nitrate Cream 1% product anywhere in the Territory. Notwithstanding the foregoing, in the event that Seller is acquired by a company that prior to the time of the acquisition is in the business of selling an Econazole Nitrate Cream 1% product, the acquisition of Seller by such company (and such parent company’s subsequent continued sale of an Econazole Nitrate Cream 1% product) shall not constitute a breach of this covenant not to compete. The provisions of this Section 5.4(a) shall no longer apply to Seller in the event that Buyer defaults in its obligation to pay the Milestone Payment (if and when due) and for so long as such default is continuing. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended. (b) It is expressly understood and agreed that, if any of the agreements contained in this Section 5.4 are for any reason found to be unenforceable in an action, suit or proceeding before any federal or state court, such court (i) shall narrow the covenant not to compete or shall otherwise endeavor to reform the scope of such agreements in order to ensure that the application thereof is not unreasonably broad, oppressive or unenforceable and (ii) to the fullest extent permitted by law, shall enforce such agreements as so reformed. (c) All of the covenants in this Section 5.4 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Seller against Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of such covenants. The covenants contained in Section 5.4 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect if the transactions contemplated by this Agreement are not consummated. (d) Seller and Buyer hereby agree that the covenants set forth in this Section 5.4 are a material and substantial part of the transactions contemplated by this Agreement. (e) Because of the difficulty of measuring economic losses to Buyer as a result of a breach of the restrictive covenants set forth in this Section 5.4, and because of the immediate and irreparable damage that would be caused to Buyer for which monetary damages would not be a sufficient remedy, it is hereby agreed that in addition to all other remedies that may be available to Buyer at law or in equity, Buyer shall be entitled to specific performance and any injunctive or other equitable relief as a remedy for any breach or threatened breach of the aforementioned restrictive covenants.

Sellers Covenant Not to Compete. As a significant inducement to Buyer to enter into and perform its obligations under this Agreement, and in consideration of the payment of the Purchase Price as provided in Section 1.3, the Seller agrees as follows: (a) In furtherance of the transactions contemplated by this Agreement and in order to secure the interests of the parties hereto, Seller agrees that it will not, for For a period of seven four (74) years from and after the Closing DateDate (the "Restricted Period"), the Seller will not engage, directly or indirectly, for itself or on behalf of or in conjunction with any other person sell an Econazole Nitrate Cream 1% product anywhere in the Territory. Notwithstanding the foregoingcontinental United States or Canada, in the event that Seller is acquired management, ownership, operation or control of any business, venture or activity which competes with the Business (including parts and accessories therefor) being conducted or proposed to be conducted on the Closing Date by a company that prior the Company or relating to products performing functions similar to the time products manufactured and sold by the Company, PROVIDED, HOWEVER, ownership of less than one percent (1%) of the acquisition is outstanding stock of any publicly traded corporation shall not be deemed to constitute engaging in any such business; PROVIDED, FURTHER, that nothing contained in this Section 4.6(a) shall prohibit (1) a third party that competes with the Business from acquiring Seller or any of Seller's assets and continuing thereafter to so compete, provided that such third party does not use any of Seller's assets or employees so acquired in such competitive activity, or (2) Seller from engaging in the business of selling an Econazole Nitrate Cream 1% product, the acquisition of Seller by such company (manufacture and such parent company’s subsequent continued sale of an Econazole Nitrate Cream 1% product) shall not constitute a breach of this covenant not to compete. The provisions of this Section 5.4(a) shall no longer apply to Seller in the event that Buyer defaults in its obligation to pay the Milestone Payment (if retaining rings, snap rings and when due) circlips as currently manufactured and for so long as such default is continuing. Portions of this Exhibit, indicated sold by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amendedSeller's Engineered Rings Group. (b) It is expressly understood At all times after the date hereof, the Seller shall keep secret and agreed thatretain in confidence, if any and shall not use for its benefit or the benefit of others, except in connection with the conduct of the agreements contained Business in this Section 5.4 are for any reason found to be unenforceable in an action, suit or proceeding before any federal or state court, such court (i) shall narrow the covenant not to compete or shall otherwise endeavor to reform the scope Ordinary Course of such agreements in order to ensure that the application thereof is not unreasonably broad, oppressive or unenforceable and (ii) Business prior to the fullest extent permitted Closing Date, all Confidential Information and shall not disclose such Confidential Information to anyone outside of Buyer and its Affiliates except with the express written consent of the Buyer and except for Confidential Information which becomes publicly known through no wrongful act of the Seller as a result of being (a) readily ascertainable from public or published information, or trade sources, (b) received from a third party not under an obligation to Buyer or the Company to keep such information confidential or (c) required by law, shall enforce such agreements as so reformedany law or order. (c) All During the Restricted Period, the Seller shall not, without the prior written consent of the covenants Buyer, directly or indirectly, (A) induce or attempt to induce any employee of the Company to leave the employ of the Company, or in this Section 5.4 shall be construed any way interfere with the relationship between the Company and any employee thereof, (B) hire any person within one (1) year of the last day such person was an employee of the Company except in the event that such employment is the result of a general advertisement for employment or as a result of the services of an agreement independent employment agency in connection with a nondirected solicitation, or (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to cease doing business with the Company or in any other provision in this Agreementway interfere with the relationship between any such customer, supplier, licensee or business relation and the existence of any claim Company (including, without limitation, making defamatory statements or cause of action of Seller against Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to communications about the enforcement by Buyer of such covenants. The covenants contained in Section 5.4 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect if the transactions contemplated by this Agreement are not consummatedCompany). (d) Seller and Buyer hereby If the final award of any arbitration panel (or in the event there should be a final judgment of a court of competent jurisdiction) declares that any term or provision of this Section 4.6 is invalid or unenforceable, the Parties agree that the covenants set forth in this Section 5.4 are a material and substantial part panel or court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the transactions contemplated by this Agreement. (e) Because term or provisions, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the difficulty of measuring economic losses to Buyer invalid or unenforceable term or provision, and this Agreement shall be enforceable as a result of a breach so modified after the expiration of the restrictive covenants set forth in this Section 5.4, and because of time within which the immediate and irreparable damage that would be caused to Buyer for which monetary damages would not be a sufficient remedy, it is hereby agreed that in addition to all other remedies that award may be available to Buyer at law challenged or in equity, Buyer shall the judgment may be entitled to specific performance and any injunctive or other equitable relief as a remedy for any breach or threatened breach of the aforementioned restrictive covenantsappealed.

Sellers Covenant Not to Compete. (ai) In furtherance of the transactions contemplated by this Agreement and in order to secure the interests of the parties hereto, Seller agrees that it will not, for For a period of seven two (72) years from and after the Closing DateDate (the “Restricted Period”), the Seller will not engage, directly or indirectly, for itself or on behalf of or in conjunction with any other person sell an Econazole Nitrate Cream 1% product anywhere in the Territory. Notwithstanding manufacture and/or sale of products manufactured by the foregoingBusiness on the Closing Date in any geographic area in which the Business is conducted as of the Closing Date; provided, however, that ownership of less than 5% of the outstanding stock of any publicly traded corporation shall not be deemed to constitute engaging in any such business. (ii) At all times after the event that date hereof, the Seller shall keep secret and retain in strictest confidence, and shall not use for its benefit or the benefit of others, except in connection with the business and affairs of Buyer, all Confidential Information and shall not disclose such Confidential Information to anyone outside of Buyer, and their Affiliates except with the express written consent of the Buyer and except for Confidential Information which is acquired by a company that prior to at the time of the acquisition is in the business of selling an Econazole Nitrate Cream 1% product, the acquisition of Seller by such company (and such parent company’s subsequent continued sale of an Econazole Nitrate Cream 1% product) shall not constitute a breach of this covenant not to compete. The provisions of this Section 5.4(a) shall receipt or thereafter becomes publicly known through no longer apply to Seller in the event that Buyer defaults in its obligation to pay the Milestone Payment (if and when due) and for so long as such default is continuing. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 wrongful act of the Exchange Act of 1934, as amended. (b) It is expressly understood and agreed that, if any of the agreements contained in this Section 5.4 are for any reason found to be unenforceable in an action, suit or proceeding before any federal or state court, such court (i) shall narrow the covenant not to compete or shall otherwise endeavor to reform the scope of such agreements in order to ensure that the application thereof is not unreasonably broad, oppressive or unenforceable and (ii) to the fullest extent permitted by law, shall enforce such agreements as so reformed. (c) All of the covenants in this Section 5.4 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Seller against Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of such covenants. The covenants contained in Section 5.4 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect if the transactions contemplated by this Agreement are not consummated. (d) Seller and Buyer hereby agree that the covenants set forth in this Section 5.4 are a material and substantial part of the transactions contemplated by this Agreement. (e) Because of the difficulty of measuring economic losses to Buyer as a result of being (a) readily ascertainable from public or published information, or trade sources, (b) received from a breach third party not under an obligation to Buyer to keep such information confidential or (c) required by any law or order. (iii) During the Restricted Period, the Seller shall not, without the prior written consent of the restrictive covenants set forth Buyer, directly or indirectly, (A) induce or attempt to induce any employee of Buyer to leave the employ of Buyer, or in any way interfere with the relationship between Buyer and any employee thereof, (B) hire any person within one (1) year of the last day such person was an employee of Buyer or (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of Buyer to cease doing business with Buyer or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Buyer (including, without limitation, making defamatory statements of communications about Buyer). (iv) If the final award of any arbitration panel (or in the event there should be a final judgment of a court of competent jurisdiction) declares that any term or provision of this Section 5.48(a) is invalid or unenforceable, the Parties agree that the panel or court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provisions, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and because this Agreement shall be enforceable as so modified after the expiration of the immediate and irreparable damage that would be caused to Buyer for time within which monetary damages would not be a sufficient remedy, it is hereby agreed that in addition to all other remedies that the award may be available to Buyer at law challenged or in equity, Buyer shall the judgment may be entitled to specific performance and any injunctive or other equitable relief as a remedy for any breach or threatened breach of the aforementioned restrictive covenantsappealed.

Sellers Covenant Not to Compete. (a) In furtherance order to induce the Purchaser to purchase the shares of the transactions contemplated by this Agreement and in order to secure Business, the interests Seller hereby agrees that until the second anniversary of the parties heretoclosing under this Agreement, Seller agrees that it he will not, for a period of seven (7) years from the Closing Dateindividually or together with any one or more other persons or entities, directly or indirectly, engage in or have any ownership interest in any person, firm, corporation, partnership, association, agency or business (whether as principal, agent, holder of any equity security or other instrument convertible into an equity security, employee, consultant or otherwise) that engages in a business similar to or competitive with the business currently conducted by the Business and which is located or operated within the same state as any current location of the Business. The Sellers agree that the period provided for itself or on behalf of or and the area encompassed in conjunction with any other person sell an Econazole Nitrate Cream 1% product anywhere this Section are necessary and reasonable in order to protect the Purchaser and the Business in the Territory. Notwithstanding conduct of the foregoingBusiness' operation and are also as consideration for the Purchaser's agreements in Section B. For the period set forth in this Section, the Sellers, and each of them, hereby further agree not to divulge, communicate, or use to the detriment of the Business or the Purchaser, in any way, any confidential information or trade secrets of the event Business, including, without limitation, personnel information, secret processes, know-how, customer lists, costs information and technical data. The Sellers acknowledge that Seller the restrictions contained herein are reasonable and necessary to protect the business and interest which the Purchaser is acquired by a company acquiring pursuant to this Agreement and are also as consideration for the Purchaser's agreements in Section B, and that prior any violation of these restrictions will cause substantial irreparable injury to the time of Business and the acquisition is in Purchaser. The Sellers therefore hereby agree that the business of selling an Econazole Nitrate Cream 1% productBusiness, the acquisition Purchaser, or any one or more of Seller by such company (them, are entitled, in addition to any and such parent company’s subsequent continued sale of an Econazole Nitrate Cream 1% product) shall not constitute all other remedies, to preliminary and permanent injunctive relief to prevent a breach or contemplated breach of this covenant not to competeSection. The provisions of this Section 5.4(a) shall no longer apply to Seller in the event that Buyer defaults in its obligation to pay the Milestone Payment (if and when due) and for so long as such default is continuing. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended. (b) It is expressly understood and agreed that, if any of the agreements contained in this Section 5.4 are for any reason found to be unenforceable in an action, suit existence or proceeding before any federal or state court, such court (i) shall narrow the covenant not to compete or shall otherwise endeavor to reform the scope of such agreements in order to ensure that the application thereof is not unreasonably broad, oppressive or unenforceable and (ii) to the fullest extent permitted by law, shall enforce such agreements as so reformed. (c) All of the covenants in this Section 5.4 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Seller against Buyerthe Business or the Purchaser, whether predicated on upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Business or the Buyer of such covenants. The covenants the restrictions contained in Section 5.4 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect if the transactions contemplated by this Agreement are not consummatedSection. (d) Seller and Buyer hereby agree that the covenants set forth in this Section 5.4 are a material and substantial part of the transactions contemplated by this Agreement. (e) Because of the difficulty of measuring economic losses to Buyer as a result of a breach of the restrictive covenants set forth in this Section 5.4, and because of the immediate and irreparable damage that would be caused to Buyer for which monetary damages would not be a sufficient remedy, it is hereby agreed that in addition to all other remedies that may be available to Buyer at law or in equity, Buyer shall be entitled to specific performance and any injunctive or other equitable relief as a remedy for any breach or threatened breach of the aforementioned restrictive covenants.

Sellers Covenant Not to Compete. (a) In furtherance of With respect to the transactions contemplated by this Agreement and in order to secure Sellers other than the interests of the parties hereto, Seller agrees that it will notSellers' Representative, for a period of seven (7) five years from and after the Closing DateDate (the "Non-Compete Period"), none of such Sellers will directly or indirectlyindirectly own, for itself or on behalf of manage, control, participate in, consult with, render services for, be employed by or in conjunction with any other person sell an Econazole Nitrate Cream 1% product anywhere in the Territory. Notwithstanding the foregoing, in the event that Seller is acquired by a company that prior to the time of the acquisition is manner engage in the business of selling an Econazole Nitrate Cream 1% product(a) conducting oral bid or Internet or electronic related auctions of oil and gas properties, the acquisition of Seller by such company (and such parent company’s subsequent continued sale of an Econazole Nitrate Cream 1% product) shall not constitute a breach of this covenant not to compete. The provisions of this Section 5.4(a) shall no longer apply to Seller in the event that Buyer defaults in its obligation to pay the Milestone Payment (if and when due) and for so long as such default is continuing. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended. (b) It is expressly understood and agreed that, if any providing third party or outsourced reserve engineering transaction or other technical services in support of the agreements contained in this Section 5.4 are acquisition and/or divestiture of oil and gas properties, and (c) third party or outsourced sell side sealed bid, negotiated sale or brokerage services for any reason found to be unenforceable in an actionthe oil and gas exploration and production industry (collectively, suit the "Business"), that compete with the business of OGAC or proceeding before any federal or state courtits subsidiaries; provided, such court however, that (i) no owner of less than one percent (1%) of the outstanding stock of any publicly traded corporation shall narrow be deemed to engage solely by reason thereof in the covenant not to compete or shall otherwise endeavor to reform the scope of such agreements in order to ensure that the application thereof is not unreasonably broadBusiness, oppressive or unenforceable and (ii) to the fullest extent permitted by law, shall enforce each such agreements as so reformed. (c) All of the covenants in this Section 5.4 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Seller against Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of such covenants. The covenants contained in Section 5.4 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect if the transactions contemplated by this Agreement are not consummated. (d) Seller and Buyer hereby agree that the covenants set forth in this Section 5.4 are a material and substantial part of the transactions contemplated by this Agreement. (e) Because of the difficulty of measuring economic losses to Buyer as a result of a breach of the restrictive covenants set forth in this Section 5.4, and because of the immediate and irreparable damage that would be caused to Buyer for which monetary damages would not be a sufficient remedy, it is hereby agreed that in addition to all other remedies that may be available to Buyer at law or in equity, Buyer shall be entitled to specific be engaged in the acquisition and/or divestiture of oil and gas properties as an owner or operator for his or her own account, for the account of an entity wholly-owned by such Seller or for the account of an employer engaged in the acquisition and/or divestiture of oil and gas properties as part of such employer's Ordinary Course of Business, and (iii) this Section 6(f) shall 29 35 not apply to any activities of such Seller related to his/her performance of his/her duties as an officer or director of any company (and its successor and assigns) engaged in the oil and gas business if such Seller was acting in such capacity prior to the date of this Agreement. If the final judgment of a court of competent jurisdiction declares that any injunctive term or other equitable relief as a remedy for any breach provision of this Section 6(f) is invalid or threatened breach unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the aforementioned restrictive covenantsterm or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Sellers Covenant Not to Compete. (a) In furtherance of the transactions contemplated by this Agreement and in order to secure the interests of the parties hereto, Seller agrees that it will not, for a period of seven (7) ten years from following the Closing Date, for any reason whatsoever, directly or indirectly, for itself or on behalf of or in conjunction with any other Person: (i) engage in any activities related to developing, filing for and obtaining regulatory approval, and handling other regulatory affairs relating to, formulating, manufacturing, using, marketing, promoting, selling, distributing, commercializing, licensing, improving, or otherwise exploiting the Compounds or any compounds, preparations, procedures, methodologies, or products with ophthalmic application; or (ii) call upon any person sell who is at that time an Econazole Nitrate Cream 1% product anywhere employee of Buyer who is engaged in any aspect of Buyer's Compound-related business for the Territory. Notwithstanding purpose or with the foregoing, in the event that Seller is acquired by a company that prior to the time intent of enticing such employee away from or out of the acquisition is in the business employ of selling an Econazole Nitrate Cream 1% product, the acquisition of Seller by such company (and such parent company’s subsequent continued sale of an Econazole Nitrate Cream 1% product) shall not constitute a breach of this covenant not to compete. The provisions of this Section 5.4(a) shall no longer apply to Seller in the event that Buyer defaults in its obligation to pay the Milestone Payment (if and when due) and for so long as such default is continuing. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amendedBuyer. (b) It is expressly understood and agreed that, if any of the agreements contained in this Section 5.4 5.10 are for any reason found to be unreasonably broad, oppressive or unenforceable in an action, suit or proceeding before any federal or state court, such court (i) shall narrow the covenant not to compete or shall otherwise endeavor to reform the scope of such agreements in order to ensure that the application thereof is not unreasonably broad, oppressive or unenforceable and (ii) to the fullest extent permitted by law, shall enforce such agreements as so reformed. (c) All of the covenants in this Section 5.4 5.10 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Seller against Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of such covenants. It is specifically agreed that the period of ten years stated at the beginning of this Section 5.10, during which period the agreements and covenants of Seller made in this Section 5.10 shall be effective, shall be computed by excluding from such computation any time during which Seller is found by a court of competent jurisdiction to have been in violation of any provision of this Section 5.10. The covenants contained in Section 5.4 0 shall not be affected by any breach of any other provision hereof by any an party hereto and shall have no effect if the transactions contemplated by this Agreement are not consummated. (d) Seller and Buyer hereby agree that the covenants set forth in this Section 5.4 5.10 are a material and substantial part of the transactions contemplated by this Agreement. (e) Because of the difficulty of measuring economic losses to Buyer as a result of a breach of the restrictive covenants set forth in this Section 5.45.10, and because of the immediate and irreparable damage that would be caused to Buyer for which monetary damages would not be a sufficient remedy, it is hereby agreed that in addition to all other remedies that may be available to Buyer at law or in equity, Buyer shall be entitled to specific performance and any injunctive or other equitable relief as a remedy for any breach or threatened breach of the aforementioned restrictive covenants.

Sellers Covenant Not to Compete. (a) In furtherance of the transactions contemplated by this Agreement and Except as provided in order to secure the interests of the parties hereto, Seller agrees that it will notSection 10.02, for a period of seven (7) three years from and after the Closing Date, directly or indirectlySeller shall not, for itself or on behalf of or in conjunction with any other person sell an Econazole Nitrate Cream 1% product anywhere in the Territory. Notwithstanding the foregoingand shall cause its affiliates not to, in the event that Seller is acquired by a company that prior to the time of the acquisition is engage in the business of manufacturing (or having made), marketing, distributing or selling an Econazole Nitrate Cream 1% product, non-electric or non-battery-powered toothbrush products or toothpaste products (the acquisition of "Competitive Activities") within the Purchaser Countries (it being agreed and understood by Purchaser and Seller by that (x) the notice provisions contained in the parenthetical in Section 1.02(c) shall apply with equal force and effect during such company three year period and (and y) any activity giving rise to any such parent company’s subsequent continued sale of an Econazole Nitrate Cream 1% productnotice requirement under the parenthetical in Section 1.02(c) shall not constitute a breach by Seller or any affiliate of this covenant not to compete. The Seller of the provisions of this Section 5.4(a10.01 unless Seller or an affiliate of Seller knew of the activity giving rise to such notice requirement and intended to breach the provisions of this Section 10.01); provided, however, that the foregoing shall not prevent Seller or any of its affiliates from doing the following (i) shall no longer apply to Seller owning as an investment, directly or indirectly, securities of any corporation or other entity engaged in the event that Buyer defaults Competitive Activities if Seller does not, directly or indirectly, beneficially own in its obligation to pay the Milestone Payment (if and when due) and for aggregate more than 20% of all classes of the outstanding equity securities of such entity so long as such default investment is continuing. Portions completely passive; (ii) owning as an investment, directly or indirectly, any instrument of this Exhibitindebtedness (that is not convertible or exchangeable for equity securities, indicated except as may be permitted by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended. (b) It is expressly understood and agreed that, if any of the agreements contained in this Section 5.4 are for any reason found to be unenforceable in an action, suit or proceeding before any federal or state court, such court clause (i) shall narrow above) of any corporation or other entity engaged in the covenant not to compete Competitive Activities so long as such investment is completely passive; (iii) owning, directly or shall otherwise endeavor to reform indirectly, securities or other ownership interests of any corporation or other entity engaged in the scope Competitive Activities within the Purchaser Countries if (x) such Competitive Activities within the Purchaser Countries account for less than 35% of such agreements entity's consolidated annual revenues or assets or (y) such corporation or other entity maintains the first, second, third, fourth or fifth largest market share in order to ensure that the application thereof is not unreasonably broad, oppressive or unenforceable any oral care sector in any Purchaser Country; and (iiiv) to taking any action in accordance with the fullest extent permitted by law, shall enforce such agreements as so reformed. (c) All provisions of the covenants in this last sentence of Section 5.4 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Seller against Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of such covenants. The covenants contained in Section 5.4 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect if the transactions contemplated by this Agreement are not consummated1.02(c). (d) Seller and Buyer hereby agree that the covenants set forth in this Section 5.4 are a material and substantial part of the transactions contemplated by this Agreement. (e) Because of the difficulty of measuring economic losses to Buyer as a result of a breach of the restrictive covenants set forth in this Section 5.4, and because of the immediate and irreparable damage that would be caused to Buyer for which monetary damages would not be a sufficient remedy, it is hereby agreed that in addition to all other remedies that may be available to Buyer at law or in equity, Buyer shall be entitled to specific performance and any injunctive or other equitable relief as a remedy for any breach or threatened breach of the aforementioned restrictive covenants.