Common use of Non-Competes Clause in Contracts

Non-Competes. (a) Without the express prior written consent of Purchaser, neither the Sellers nor any Subsidiary or Affiliate of the Sellers shall, at any time during the three-year period immediately following the Closing Date, directly or indirectly, own, manage, control or participate in the ownership, management or control of, or consult Table of Contents with, a Seller Competing Business; provided, that the foregoing shall not prohibit the Sellers or any Affiliate or Subsidiary of the Sellers from owning as a passive investment 5% or less of the outstanding equity of any publicly-traded entity, or the ownership by the Sellers or any Subsidiary or Affiliate of the Sellers of a Seller Competing Business that (i) constitutes a portion of a business acquired by the Sellers or a Subsidiary or Affiliate of a Seller and (ii) has revenues (together with those of any other Seller Competing Business acquired by the Sellers or a Subsidiary or Affiliate of a Seller as part of another business) of less than $25 million in the aggregate. In the event that the revenues of any one or more Seller Competing Businesses equal or exceed $25 million in the aggregate, Sellers shall, and shall cause such Subsidiary or Affiliate to, use their commercially reasonable efforts to sell or discontinue any such Seller Competing Businesses (or portions thereof) within 1 year following the acquisition of the Seller Competing Business that puts the Sellers or such Subsidiary or Affiliate at or over the $25 million revenue threshold such that after such sale or discontinuation, the Seller Competing Businesses, in the aggregate, have revenues of less than $25 million. The Sellers agree that the Sellers and Sellers’ Subsidiaries and Affiliates will not, for a period of one year after the Closing Date, solicit any person now employed by the Sellers for the primary benefit of the Targeted Businesses for employment by the Sellers if such Person is then employed by Purchaser or any Subsidiary or Affiliate of Purchaser. Purchaser agrees that the restrictions set forth in this subsection (a) above shall not apply to any solicitation by the Sellers directed at the public in general in publications available to the public in general or any contact which the Sellers can demonstrate through written records was initiated by such employee. (b) Without the express prior written consent of the Sellers, neither Purchaser nor any Subsidiary or Affiliate of Purchaser shall, at any time during the three-year period immediately following the Closing Date, directly or indirectly, own, manage, control or participate in the ownership, management or control of, or consult with, a Purchaser Competing Business; provided, that the foregoing shall not prohibit Purchaser or any Affiliate or Subsidiary of Purchaser from owning as a passive investment 5% or less of the outstanding equity of any publicly-traded entity, or the ownership by the Purchaser or any Subsidiary or Affiliate of the Purchaser of a Purchaser Competing Business that (i) constitutes a portion of a business acquired by the Purchaser or a Subsidiary or Affiliate of the Purchaser and (ii) has revenues (together with those of any other Purchaser Competing Business acquired by the Purchaser or a Subsidiary or Affiliate of the Purchaser as part of another business) of less than $25 million in the aggregate. In the event that the revenues of any one or more Purchaser Competing Businesses equal or exceed $25 million in the aggregate, Purchaser shall, and shall cause such Subsidiary or Affiliate to, use their commercially reasonable efforts to sell or discontinue any such Purchaser Competing Businesses (or portions thereof) within 1 year following the acquisition of the Purchaser Competing Business that puts the Purchaser or such Subsidiary or Affiliate at or over the $25 million revenue threshold, such that after such sale or discontinuation, the Purchaser Competing Businesses, in the aggregate, have revenues of less than $25 million. Purchaser agrees that Purchaser and Purchaser’s Subsidiaries and Affiliates will not, for a period of one year after the Closing Date, solicit any person now employed by the Sellers for employment by the Purchaser (other than pursuant to the Transactions) if such Person is then employed by the Sellers or any

Non-Competes. (a) Without the express prior written consent of Purchaser, neither the Sellers nor any Subsidiary or Affiliate of the Sellers shall, at any time during the three-year period immediately following the Closing Date, directly or indirectly, own, manage, control or participate in the ownership, management or control of, or consult Table of Contents with, a Seller Competing Business; provided, that the foregoing shall not prohibit the Sellers or any Affiliate or Subsidiary of the Sellers from owning as a passive investment 5% or less of the outstanding equity of any publicly-traded entity, or the ownership by the Sellers or any Subsidiary or Affiliate of the Sellers of a Seller Competing Business that (i) constitutes a portion of a business acquired by the Sellers or a Subsidiary or Affiliate of a Seller and (ii) has revenues (together with those of any other Seller Competing Business acquired by the Sellers or a Subsidiary or Affiliate of a Seller as part of another business) of less than $25 million in the aggregate. In the event that the revenues of any one or more Seller Competing Businesses equal or exceed $25 million in the aggregate, Sellers shall, and shall cause such Subsidiary or Affiliate to, use their commercially reasonable efforts to sell or discontinue any such Seller Competing Businesses (or portions thereof) within 1 year following the acquisition of the Seller Competing Business that puts the Sellers or such Subsidiary or Affiliate at or over the $25 million revenue threshold such that after such sale or discontinuation, the Seller Competing Businesses, in the aggregate, have revenues of less than $25 million. The Sellers agree that the Sellers and Sellers’ ' Subsidiaries and Affiliates will not, for a period of one year after the Closing Date, solicit any person now employed by the Sellers for the primary benefit of the Targeted Businesses for employment by the Sellers if such Person is then employed by Purchaser or any Subsidiary or Affiliate of Purchaser. Purchaser agrees that the restrictions set forth in this subsection (a) above shall not apply to any solicitation by the Sellers directed at the public in general in publications available to the public in general or any contact which the Sellers can demonstrate through written records was initiated by such employee. (b) Without the express prior written consent of the Sellers, neither Purchaser nor any Subsidiary or Affiliate of Purchaser shall, at any time during the three-year period immediately following the Closing Date, directly or indirectly, own, manage, control or participate in the ownership, management or control of, or consult with, a Purchaser Competing Business; provided, that the foregoing shall not prohibit Purchaser or any Affiliate or Subsidiary of Purchaser from owning as a passive investment 5% or less of the outstanding equity of any publicly-traded entity, or the ownership by the Purchaser or any Subsidiary or Affiliate of the Purchaser of a Purchaser Competing Business that (i) constitutes a portion of a business acquired by the Purchaser or a Subsidiary or Affiliate of the Purchaser and (ii) has revenues (together with those of any other Purchaser Competing Business acquired by the Purchaser or a Subsidiary or Affiliate of the Purchaser as part of another business) of less than $25 million in the aggregate. In the event that the revenues of any one or more Purchaser Competing Businesses equal or exceed $25 million in the aggregate, Purchaser shall, and shall cause such Subsidiary or Affiliate to, use their commercially reasonable efforts to sell or discontinue any such Purchaser Competing Businesses (or portions thereof) within 1 year following the acquisition of the Purchaser Competing Business that puts the Purchaser or such Subsidiary or Affiliate at or over the $25 million revenue threshold, such that after such sale or discontinuation, the Purchaser Competing Businesses, in the aggregate, have revenues of less than $25 million. Purchaser agrees that Purchaser and Purchaser’s 's Subsidiaries and Affiliates will not, for a period of one year after the Closing Date, solicit any person now employed by the Sellers for employment by the Purchaser (other than pursuant to the Transactions) if such Person is then employed by the Sellers or anyany Subsidiary or Affiliate of the Sellers. The Sellers agree that the restrictions set forth in this subsection (b) above shall not apply to any solicitation by Purchaser directed at the public in general in publications available to the public in general or any contact which Purchaser can demonstrate through written records was initiated by such employee. The activities of Apollo and its portfolio companies and limited partners that are not subsidiaries of Holdings and do not use the Sylvan Marks in their businesses shall not be limited by this Se▇▇▇▇▇ ▇.▇(▇).

Non-Competes. (a) Without the express prior written consent of Purchaser, neither the Sellers nor any Subsidiary or Affiliate of the Sellers shall, at any time during the three-year period immediately following the Closing Date, directly or indirectly, own, manage, control or participate in the ownership, management or control of, or consult Table of Contents with, a Seller Competing Business; providedPROVIDED, that the foregoing shall not prohibit the Sellers or any Affiliate or Subsidiary of the Sellers from owning as a passive investment 5% or less of the outstanding equity of any publicly-traded entity, or the ownership by the Sellers or any Subsidiary or Affiliate of the Sellers of a Seller Competing Business that (i) constitutes a portion of a business acquired by the Sellers or a Subsidiary or Affiliate of a Seller and (ii) has revenues (together with those of any other Seller Competing Business acquired by the Sellers or a Subsidiary or Affiliate of a Seller as part of another business) of less than $25 million in the aggregate. In the event that the revenues of any one or more Seller Competing Businesses equal or exceed $25 million in the aggregate, Sellers shall, and shall cause such Subsidiary or Affiliate to, use their commercially reasonable efforts to sell or discontinue any such Seller Competing Businesses (or portions thereof) within 1 year following the acquisition of the Seller Competing Business that puts the Sellers or such Subsidiary or Affiliate at or over the $25 million revenue threshold such that after such sale or discontinuation, the Seller Competing Businesses, in the aggregate, have revenues of less than $25 million. The Sellers agree that the Sellers and Sellers’ ' Subsidiaries and Affiliates will not, for a period of one year after the Closing Date, solicit any person now employed by the Sellers for the primary benefit of the Targeted Businesses for employment by the Sellers if such Person is then employed by Purchaser or any Subsidiary or Affiliate of Purchaser. Purchaser agrees that the restrictions set forth in this subsection (a) above shall not apply to any solicitation by the Sellers directed at the public in general in publications available to the public in general or any contact which the Sellers can demonstrate through written records was initiated by such employee. (b) Without the express prior written consent of the Sellers, neither Purchaser nor any Subsidiary or Affiliate of Purchaser shall, at any time during the three-year period immediately following the Closing Date, directly or indirectly, own, manage, control or participate in the ownership, management or control of, or consult with, a Purchaser Competing Business; providedPROVIDED, that the foregoing shall not prohibit Purchaser or any Affiliate or Subsidiary of Purchaser from owning as a passive investment 5% or less of the outstanding equity of any publicly-traded entity, or the ownership by the Purchaser or any Subsidiary or Affiliate of the Purchaser of a Purchaser Competing Business that (i) constitutes a portion of a business acquired by the Purchaser or a Subsidiary or Affiliate of the Purchaser and (ii) has revenues (together with those of any other Purchaser Competing Business acquired by the Purchaser or a Subsidiary or Affiliate of the Purchaser as part of another business) of less than $25 million in the aggregate. In the event that the revenues of any one or more Purchaser Competing Businesses equal or exceed $25 million in the aggregate, Purchaser shall, and shall cause such Subsidiary or Affiliate to, use their commercially reasonable efforts to sell or discontinue any such Purchaser Competing Businesses (or portions thereof) within 1 year following the acquisition of the Purchaser Competing Business that puts the Purchaser or such Subsidiary or Affiliate at or over the $25 million revenue threshold, such that after such sale or discontinuation, the Purchaser Competing Businesses, in the aggregate, have revenues of less than $25 million. Purchaser agrees that Purchaser and Purchaser’s 's Subsidiaries and Affiliates will not, for a period of one year after the Closing Date, solicit any person now employed by the Sellers for employment by the Purchaser (other than pursuant to the Transactions) if such Person is then employed by the Sellers or anyany Subsidiary or Affiliate of the Sellers. The Sellers agree that the restrictions set forth in this subsection (b) above shall not apply to any solicitation by Purchaser directed at the public in general in publications available to the public in general or any contact which Purchaser can demonstrate through written records was initiated by such employee. The activities of Apollo and its portfolio companies and limited partners that are not subsidiaries of Holdings and do not use the ▇▇▇▇▇▇ ▇▇▇▇▇ in their businesses shall not be limited by this Section 5.9(b).