Covenant Not to Sue a. To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will you pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, of any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which you may now have, have ever had, or may in the future have against Releasees, which is based in whole or in part on any matter released by this Agreement.
Covenant Not to Compete Seller agrees that, during the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Business.
