Common use of SELLER'S COVENANTS NOT TO COMPETE Clause in Contracts

SELLER'S COVENANTS NOT TO COMPETE. Except as otherwise consented to or approved in writing by Purchaser, Seller shall not, at any time for a period of five years following the Closing Date, directly or indirectly, acting alone or as a member of a partnership, as a holder of any security, as a contributor of funds, as an agent, owner in full or in part, advisor, consultant to or representative of, any Person: (a) engage in any business in competition with the Business or any other business of Purchaser relating to the operation of juvenile treatment programs and educational programs and/or facilities in the United States; or (b) request any present or future customer or supplier of the Business to curtail or cancel its business with Purchaser in respect to the Business; or (c) unless otherwise required by law, disclose to any person, firm or corporation any details of organization or business affairs of the Business, any names of past or present customers of Seller or any other nonpublic information concerning the Business; or (d) induce or attempt to influence any employee of Purchaser engaged in the conduct of the Business to terminate his or her employment; or (ii) at any time following the date hereof, disclose to any person, firm or corporation any trade, technical or technological secrets used by the Business or any other knowledge or information of a confidential nature (which knowledge and information is not otherwise in the public domain) with respect to the Business. Seller acknowledges that this covenant not to compete is being provided as an inducement to Purchaser to acquire the Acquisition Assets and that this ARTICLE XII contains reasonable limitations as to time, geographical area and scope of activity to be restrained and no broader than necessary to protect legitimate business interests of Purchaser directly or indirectly associated with the transactions pursuant to this Agreement. Seller acknowledges that, in the event the scope of the covenants set forth in this ARTICLE XII is deemed to be too broad in any court proceeding, the court may reduce such scope to that which it deems reasonable under the circumstances. The parties hereto agree and acknowledge that Purchaser does not have any adequate remedy at law for the breach or threatened breach by Seller of the covenants and agreements set forth in this ARTICLE XII and, accordingly, Seller further agrees that Purchaser may, in addition to the other remedies which may be available to it hereunder, file a suit in equity (without the posting of bond) to enjoin Seller from such breach or threatened breach and consent to the issuance of injunctive relief hereunder. If Seller is found to have violated this ARTICLE XII, Seller shall pay all costs and reasonable attorneys' fees incurred by Purchaser to enforce its rights under this ARTICLE XII.

SELLER'S COVENANTS NOT TO COMPETE. Except as otherwise consented In order to or approved allow Buyer to realize the full benefit of its bargain in writing by Purchaserconnection with the purchase of the Seller Shares, Seller shall not, the Sellers will not at any time for a period of five years following the Closing Date, directly or indirectly, acting alone or as a member of a partnership, partnership or as a holder of in excess of 5% of any securitysecurity of any class, or as a contributor of funds, as an agent, owner in full or in part, advisor, consultant to or representative of, any Person:corporation or other business entity, (a) engage in any business in competition with the Business as conducted by the Sellers or any other business of Purchaser relating the Company at the date hereof in those geographic areas in which such Business is conducted or has been conducted within one year prior to the operation of juvenile treatment programs and educational programs and/or facilities in the United StatesClosing Date; or (b) request any present or future customer or supplier of the Company or of the Business as conducted by the Company, Buyer or their respective affiliates to curtail or cancel its business with Purchaser in respect to the BusinessCompany, Buyer or their respective affiliates; or (c) unless otherwise required by lawApplicable Law, disclose to any person, firm or corporation any details of organization or business affairs of the Company or the Business, any names of past or present customers of Seller the Company, or any other nonpublic non-public information concerning the BusinessBusiness or the Company; or (d) induce or attempt to influence any employee of Purchaser engaged in Buyer or the Company assigned to the conduct of the Business to terminate his or her employment; or (ii) at any time following the date hereof, disclose to any person, firm or corporation any trade, technical or technological secrets used by the Business or any other knowledge or information of a confidential nature (which knowledge and information is not otherwise in the public domain) with respect to the Business. Seller acknowledges The Sellers acknowledge that this covenant not to compete is being provided as an inducement to Purchaser to acquire the Acquisition Assets and that this ARTICLE XII contains reasonable limitations as to time, geographical area and scope of activity to be restrained and no broader than necessary to protect legitimate business interests of Purchaser directly or indirectly associated with the transactions pursuant to this Agreement. Seller acknowledges that, in the event the scope of the covenants set forth in this ARTICLE XII Section 7.1 is deemed to be too broad in any court proceeding, the court may reduce such scope to that which it deems reasonable under the circumstances. The parties hereto agree and acknowledge that Purchaser does Buyer would not have any adequate remedy at law for the breach or threatened breach by Seller any of the Sellers or any of their affiliates of the covenants and agreements set forth in this ARTICLE XII Section 7.1 and, accordingly, Seller the Sellers further agrees agree that Purchaser Buyer may, in addition to the other remedies which may be available to it hereunder, file a suit in equity (without the posting of bond) to enjoin Seller any of the Sellers and any of their affiliates from such breach or threatened breach and consent to the issuance of injunctive relief hereunder. If Seller is found The Sellers understand and agree that the act of Buyer in entering into this Agreement, and Buyer's covenants and payments hereunder, shall and do constitute sufficient consideration for the Sellers to have violated agree not to compete against Buyer as set out in this ARTICLE XII, Seller shall pay all costs and reasonable attorneys' fees incurred by Purchaser to enforce its rights under this ARTICLE XIISection 7.1.