Transition and Non-Circumvention Clause Samples

Transition and Non-Circumvention. The Shareholders will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of VIVA from maintaining the same business relationships with VIVA after the Closing as it maintained with VIVA prior to the Closing. The Shareholders will refer all customer inquiries relating to the businesses of VIVA to VIVA from and after the Closing. Further, for a period of two (2) years following the latter of the execution of this Agreement or the Closing, unless otherwise specifically authorized in writing by Buyer, the Shareholders shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual, corporate or representative capacity (i) make contact or attempt to make contact, solicit, or attempt to solicit, negotiate or attempt to negotiate, enter into or attempt to enter into any agreement, or transact or attempt to transact any business relating to the transactions contemplated hereby with any Person that is a Proprietary Contact of VIVA; or (ii) commit any other acts, directly or indirectly, which affects in any way whatsoever, or circumvent, comprise, undermine or affect VIVA's relationship with VIVA's Proprietary Contacts; or (iii) disclose to any other Person any Proprietary Contacts of VIVA, unless required to do so by court order or by law (including Local Law), and then only after having given notice of such requirement to VIVA with sufficient time for VIVA to interpose an objection to such disclosure.