Employee Restrictive Covenant Agreements. Notwithstanding anything to the contrary set forth in this Agreement, to the extent (and only to the extent) of benefit and not of burden to Purchaser, and to the extent assignable, all non-competition, non-solicitation and restrictive covenant agreements and arrangements, and all invention assignments and work made for hire provisions regarding Seller arising by operation of Law or contract (including pursuant to any Governing Document) with respect to the relationship between Seller and any of its current or former members, shareholders, employees or independent contractors, in each case relating to the Business, are hereby assigned, effective as of the Closing, by Seller to Purchaser, in accordance with, and to the extent specified in, Article I, and shall be enforced in accordance with their respective terms (including governing law). To the extent that any such non-competition, non-solicitation or restrictive covenant agreements and arrangements and any such invention assignments and work made for hire provisions are not assignable, Seller shall: (a) use commercially reasonable efforts at the Purchaser’s expense to enforce such agreements or provisions on behalf of Purchaser or otherwise assign to Purchaser its “chose in action” related to such agreements or provisions; (b) not enforce any of same without the prior written consent of Purchaser; and (c) waive the application of such agreements or provisions as they may apply to any Transferred Employee’s employment with or engagement by Purchaser or any of its Affiliates.
Employee Restrictive Covenant Agreements. With respect to any agreement or arrangement between the Company and any current or former employee of the Company that is not transferred to Purchaser on the Closing Date, the Company shall upon and at the request of the Purchaser (i) transfer any such agreement to Purchaser promptly upon such request pursuant to an assignment and assumption agreement reasonably acceptable to the parties, and/or (ii) enforce the applicable agreement, or provisions thereof, on behalf and at the expense of the Purchaser, it being understood and agreed that the enforcement covenant herein (A) is an essential term of this Agreement, (B) is required by the Purchaser as a material inducement by the Company for Purchaser’s execution and delivery of, and the consideration paid by the Purchaser pursuant to, this Agreement, and (C) without limitation, is enforceable by Purchaser through equitable remedies.
Employee Restrictive Covenant Agreements. Notwithstanding anything to the contrary set forth herein, to the extent (and only to the extent) of benefit and not of burden to Purchaser, and to the extent assignable, all non-competition, non-solicitation and restrictive covenant agreements and arrangements, and all invention assignments and work made for hire provisions regarding the Companies arising by operation of Law or contract with respect to the relationship between the Companies and any of their current or former employees or independent contractors are hereby assigned by the Companies to Purchaser, in accordance with ARTICLE I. To the extent that any such non-competition, non-solicitation or restrictive covenant agreements and arrangements and any such invention assignments and work made for hire provisions are not assignable, the Active Equityholders shall, at the sole cost and expense of Purchaser (which cost and expense, if any, shall be advanced to the Companies) cause the Companies to (i) use commercially reasonable efforts to enforce such agreements or provisions on behalf of Purchaser or otherwise assign to Purchaser their “chose in action” related to such agreements or provisions, and (ii) not enforce any of same without the prior written consent of Purchaser. To the extent that the Companies take action to enforce any such agreements or provisions on behalf of the Purchaser (and at Purchaser’s written request) or otherwise assign their “chose in action” to Purchaser (at Purchaser’s written request) to enforce such agreements or provisions, Purchaser shall fully indemnify and hold harmless the Companies (and the other Seller Parties) from and against any costs and expenses incurred by such Companies (including reasonable attorneys fees) and any claims or damages against any of the Companies obtained by any employee or independent contractor against whom any such demand is made or enforcement action is taken.
Employee Restrictive Covenant Agreements. Prior to the Principal Closing, Seller will use commercially reasonable efforts to assign, or to cause to be assigned, to the Group Companies the rights of Seller or any of its Affiliates (other than the Group Companies) under any non-disclosure, non-competition, non-solicitation, no-hire, non-disparagement or similar agreement between Seller or its Affiliates (other than the Group Companies), on the one hand, and any Employee of the Business (other than any employee of a Group Company set forth on Section 5.06(a)(ii) of the Seller Disclosure Letter), on the other hand, to the extent (a) such agreement was entered into with Seller or its Affiliates (other than the Group Companies) and (b) such assignment is permissible under such agreements; provided that, with respect to any Employee on Leave who becomes a Continuing Employee, Seller will use commercially reasonable efforts to assign any such agreement to the Group Companies promptly following Purchasers written request thereof; provided, further, that in no event shall Seller or its Affiliates be obligated to enter into any new agreements with any individual Continuing Employee or to specifically identify all such Continuing Employees to satisfy its obligations under this Section 5.27.
