Common use of Seller Covenant Not to Compete Clause in Contracts

Seller Covenant Not to Compete. Each of the Sellers hereby covenants and agrees that for five (5) consecutive years following the Effective Date (the “Restricted Period”), such Seller shall not, without the advance written consent of Buyer, directly or indirectly engage in the Business anywhere in the United States or acquire any interest in, manage, operate or control any Person engaged in the Business anywhere in the world. Notwithstanding anything contained herein to the contrary, none of the following shall constitute a violation of the non-competition provisions of this Section 1: (i) the ownership of securities of any company that is “publicly held” that does not constitute more than five percent (5%) of the voting rights or equity interests of such entity, (ii) the operation by Sellers of the Excluded Assets and all businesses not constituting the Business, (iii) the performance by Sellers of their respective obligations under the Transition Services Agreement entered into between Sellers and Buyer dated as of even date herewith or (iv) the ownership of securities of any company that such Seller receives in consideration for the sale of any of its assets, so long as such Seller does not control, manage or operate such company at any time following its receipt of the securities. Each Seller hereby further agrees that in the event it acquires securities of a company in connection with the sale of assets as provided in clause (iv) of this Section 1 above, such Seller will, and will cause each of its affiliates and their respective representatives to, comply with and be subject to the confidentiality provisions of Section 8.1 of the Purchase Agreement during the Restricted Period.

Seller Covenant Not to Compete. Each of the Sellers hereby covenants and Seller agrees that for five (5) consecutive a period of three years following after the Effective Date (the “Restricted Period”)Closing Date, such Seller shall not, without the advance written consent neither it nor any of Buyerits Affiliates will, directly or indirectly engage in the Business anywhere in the United States or acquire any interest inindirectly, own, manage, operate operate, join, control or participate in the ownership, management, operation or control of, any Person business whether in corporate, proprietorship or partnership form or other wise as more than a five percent owner in such business where such business is engaged in the Business anywhere manufacture or sale of storage and dispensing cabinets for medication that include hardware and software designed to track the dispensing of medications ("Competitive Products") provided, however, that the foregoing shall not prohibit Seller or any of such Affiliates from acquiring an interest in the world. Notwithstanding anything contained herein to the contrary, none an entity or business which manufactures or sells Competitive Products so long as Seller or any such Affiliate divests itself of the following assets of such acquired entity or business which manufactures or sells Competitive Products within twelve months of such acquisition; and provided further that nothing in this Section 10.5 shall constitute prevent the Seller from acquiring a violation passive investment of less than 5% of the non-competition outstanding shares of capital stock of such an entity or business so long as Seller does not have rights to hold a seat on the Board of Directors or otherwise have rights to exercise control over such an entity. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that Buyer, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In the event that the provisions of this Section 1: (i) 10.5 should ever be deemed to exceed the ownership of securities of any company that is “publicly held” that does not constitute more than five percent (5%) of limitation provided by applicable law, then the voting rights or equity interests of such entity, (ii) the operation by Sellers of the Excluded Assets and all businesses not constituting the Business, (iii) the performance by Sellers of their respective obligations under the Transition Services Agreement entered into between Sellers and Buyer dated as of even date herewith or (iv) the ownership of securities of any company parties hereto agree that such Seller receives in consideration for provisions shall be reformed to set forth the sale of any of its assets, so long as such Seller does not control, manage or operate such company at any time following its receipt of the securities. Each Seller hereby further agrees that in the event it acquires securities of a company in connection with the sale of assets as provided in clause (iv) of this Section 1 above, such Seller will, and will cause each of its affiliates and their respective representatives to, comply with and be subject to the confidentiality provisions of Section 8.1 of the Purchase Agreement during the Restricted Periodmaximum limitations permitted.