Scope and Reasonableness of Restrictions. The Employee hereby acknowledges that the Company would not have entered into this Agreement without the assurance that the Employee will not engage in the activities prohibited in this Article 8 as and for the period set forth in this Article 8; and thus, in order to protect the goodwill that arises from the established relationships with customers, suppliers or other persons and to protect the legitimate interests of the Company, the Employee agrees to restrict his actions as provided in this Article 8. The Employee acknowledges that such restrictions are reasonable in light of the benefits to the Employee to be employed by the Company.
Scope and Reasonableness of Restrictions. Purchaser acknowledges (i) that prior to the Closing the Companies and certain Subsidiaries have conducted the Consumer Products Business, the assets and liabilities of which have been transferred to Rayovac Canada, (ii) that the Companies and certain Subsidiaries have conducted the Consumer Products Business throughout the Territory, (iii) that certain of the products, technology, trade secrets and confidential information related to the Consumer Products Business also relate to the Fertilizer Technology Business and the Professional Products Business, and (iv) that the Sellers would not sell the Shares without the assurance that Purchaser and its Affiliates (including, after the Closing, the Companies and the Subsidiaries) will not engage in the activities prohibited by this Section 4.15 for the periods set forth herein, and to induce the Sellers to consummate the sale of the Shares, Purchaser shall restrict its actions and those of the Affiliates throughout the Territory as provided in this Section 4.15. Purchaser acknowledges that such restrictions are reasonable in light of the business of the Companies and the Subsidiaries and the benefits of the transactions contemplated by this Agreement to Purchaser.
Scope and Reasonableness of Restrictions. Each of the Selling Shareholders acknowledges that the Company and the Subsidiaries are engaged in the business of designing, developing, manufacturing and selling Consumer Batteries (as defined in Exhibit D) (the "Business") and that the Company conducts this Business throughout Brazil (the "Territory") and that Purchaser would not purchase the Shares without the assurance that each of the Selling Shareholders will not engage in the activities prohibited by this Section 6.6 for the periods set forth herein, and to induce Purchaser to consummate the purchase of the Shares, each of the Selling Shareholders agrees to restrict its actions and those of its Affiliates under its control throughout the Territory and otherwise as provided in this Section 6.6. Each of the Selling Shareholders acknowledges that such restrictions are reasonable in light of the business of Purchaser and the benefits of the transactions contemplated by this Agreement to the Selling Shareholders.
Scope and Reasonableness of Restrictions. Each of the members of the Selling Group and the Unpurchased Subsidiaries acknowledges that Overseas and the Operating Subsidiaries are engaged in the business of designing, developing, manufacturing and selling (i) dry cells and batteries of the zinc-carbon type having an anode of zinc, a cathode consisting of carbon and manganese dioxide, and an immobilized electrolyte of which ammonium chloride and/or zinc chloride are the principal constituents, (ii) dry cells and batteries of the alkaline-manganese type having an anode of zinc, a cathode of manganese dioxide, and an immobilized electrolyte of which potassium hydroxide is the principal constituent and (iii) lighting devices similar to those marketed in the Territory (defined below) on the date hereof (the "Business") and that Overseas and the Operating Subsidiaries conduct the Business throughout all countries of the world except those identified on SCHEDULE 5.6 (the "Territory") and that Newco would not purchase the Shares without the assurance that each of the members of the Selling Group and each of the Unpurchased Subsidiaries will not engage in the activities prohibited by this Section 5.6 for the periods set forth herein, and to induce Newco to consummate the purchase of the Shares, each of the members of the Selling Group and each of the Unpurchased Subsidiaries agrees to restrict its actions and those of its Affiliates throughout the Territory and otherwise as provided in this Section 5.6. Each of the members of the Selling Group and each of the Unpurchased Subsidiaries acknowledges that such restrictions are reasonable in light of the business of Purchaser, Vidor and Newco and the benefits of the transactions contemplated by this Agreement to the members of the Selling Group and the Unpurchased Subsidiaries; provided, however, that such restrictions shall not apply to any activities undertaken by such individuals after the Closing solely in their capacities as employees, consultants or distributors of Overseas or the Operating Subsidiaries, Newco, Vidor or Purchaser, if such individuals are in fact so employed, engaged or authorized by Overseas, the Operating Subsidiaries, Newco, Vidor or Purchaser after the Closing. For purposes of this Section 5.6, Purchaser's, Vidor's and Newco's Affiliates shall include, without limitation, Overseas and the Operating Subsidiaries.
Scope and Reasonableness of Restrictions. The Shareholders acknowledge that Purchaser and Seller sell services or have licenses or pending applications for licenses throughout the United States (the "Territory") and that Purchaser would not purchase the Shares without the assurance that the Shareholders will not engage in the activities prohibited by this Section for the periods set forth herein, and to induce Purchaser to consummate the purchase of the Shares, the Shareholders agree to restrict their actions and those of the respective Affiliates which they control throughout the Territory and otherwise as provided in this Section 6.14. The Shareholders acknowledge that such restrictions are reasonable in light of the business of Purchaser and the benefits of the transactions contemplated by this Agreement to the Shareholders; provided, however, that such restrictions shall not apply to any activities undertaken by such individuals after the Closing solely in their capacities as employees of Seller or Purchaser, if such individuals are in fact employed by Seller or Purchaser after the Closing.
Scope and Reasonableness of Restrictions. The Shareholders acknowledge that Sellers hold licenses, or have pending applications for licenses, to operate in or have coverage extended into the States of Connecticut, Delaware, Maryland, Massachusetts, New Jersey, New York, Ohio, Pennsylvania and Rhode Island (the "Territory") and that Purchaser would not purchase the Shares without the assurance that the Shareholders will not engage in the activities prohibited by this Section for the periods set forth herein, and to induce Purchaser to consummate the purchase of the Shares, the Shareholders agree to restrict their actions and those of their respective Affiliates throughout the Territory and otherwise as provided in this Section 6.16. The Shareholders acknowledge that such restrictions are reasonable in light of the business of Purchaser and the benefits of the transactions contemplated by this Agreement to the Shareholders; provided, however, that such restrictions shall not apply to any activities undertaken by such individuals after the Closing solely in their capacities as employees or consultants of a Seller or Purchaser, if such individuals are in fact employed by such Seller or Purchaser after the Closing.
Scope and Reasonableness of Restrictions. The Stockholders acknowledge that Purchaser and Seller will sell services and/or products throughout the United States (the "Territory") and that Purchaser would not purchase the Shares without the assurance that the Stockholders will not engage in the activities prohibited by this Section for the periods set forth herein, and to induce Purchaser to consummate the Merger, the Stockholders agree to restrict their actions and those of the respective Affiliates which they control throughout the Territory and otherwise as provided in this Section 6.12. The Stockholders acknowledge that such restrictions are reasonable in light of the business of Purchaser and the benefits of the transactions contemplated by this Agreement to the Stockholders; provided, however, that such restrictions shall not apply to any activities undertaken by such individuals after the Closing solely in their capacities as employees of Seller or Purchaser, if such individuals are in fact employed by Seller or Purchaser after the Closing.
Scope and Reasonableness of Restrictions. Each of the Sellers acknowledges that the Companies and the Subsidiaries conduct the Fertilizer Technology Business throughout the United States and Canada (the “Territory”) and the Professional Products Business throughout Canada and that Purchaser would not purchase the Shares without the assurance that each of the Sellers and its Affiliates will not engage in the activities prohibited by this Section 4.14 for the periods set forth herein, and to induce Purchaser to consummate the purchase of the Shares, each of the Sellers shall restrict its actions and those of its Affiliates throughout the Territory as provided in this Section 4.14. Each of the Sellers acknowledges that such restrictions are reasonable in light of the business of the Companies and the Subsidiaries and the benefits of the transactions contemplated by this Agreement to the Sellers.
Scope and Reasonableness of Restrictions. The Seller acknowledges that the Seller presently sells products and services throughout the United States (collectively the "Territory") and that the Purchaser intends to increase its sales and operations throughout the Territory. The Seller further acknowledges that the Purchaser would not enter into any of the transactions contemplated by this Agreement without the assurance that the Seller will not engage in the activities prohibited by this Article 7 as and for the periods set forth, and, in order to induce the Purchaser to consummate the transactions contemplated by this Agreement, the Seller agrees to restrict its actions throughout the Territory as provided in this Article 7. The Seller acknowledges that such restrictions are reasonable in light of the businesses of the Seller and the benefits of the transactions contemplated by this Agreement to the Seller.
Scope and Reasonableness of Restrictions. Buyer acknowledges that Seller presently sells products throughout North America, Latin America, Europe, Middle East, Africa and the Asia Pacific region (the "Territory"). Buyer further acknowledges that Seller would not enter into any of the transactions contemplated by this Agreement without the assurance that Buyer will not engage in the activities prohibited by this Section 6.11 without the consent of Seller as and for the periods set forth, and, in order to induce Seller to consummate the transactions contemplated by this Agreement, Buyer agrees to restrict its actions throughout the Territory or otherwise as provided in this Section 6.11. Buyer acknowledges that such restrictions are reasonable in light of the businesses of Seller and the benefits of the transactions contemplated by this Agreement to Buyer.
