Common use of Non-Competition; Non-Solicitation; Confidentiality Clause in Contracts

Non-Competition; Non-Solicitation; Confidentiality. (a) Except for services to be provided in connection with Seller’s Product Business, for a period from the Closing Time to the third (3rd) anniversary of the Closing Time plus the number of years obtained by multiplying (i) three (3) years by (ii) a fraction, the numerator of which is the actual aggregate amount of Earn-Out Payments that are earned through the year ended December 31, 2015 in accordance with Section 3.4 of this Agreement, if any, and the denominator of which is $17,000,000 (the “Restricted Period”) (however, in the event that on the third (3rd) anniversary of the Closing Time, all $17,000,000 of the potential Earn-Out Payments have not already been finally determined to have been earned pursuant to Section 3.4 of this Agreement, then the Restricted Period shall be extended to the later of (i) the date the Third Year Earn-Out Payment is finally determined pursuant to Section 3.4 of this Agreement or (ii) the Restricted Period as set forth in the formula in the previous sentence taking into account any Third Year Earn-Out Payment), Seller shall not, and shall cause the Voting Trustees and Voting Shareholders not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control, of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Business (a “Restricted Business”) in the Territory; provided, that the restrictions contained in this Section 7.1(a) shall not restrict the acquisition by Seller, directly or indirectly, of less than five percent (5%) of the outstanding capital stock of any publicly traded company engaged in a Restricted Business. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that Purchaser, 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 or posting any bond whatsoever.

Non-Competition; Non-Solicitation; Confidentiality. (a) Except for services to be provided in connection with Seller’s Product Business, for For a period from the Closing Time to date hereof until the third fourth (3rd4th) anniversary of the Closing Time plus the number of years obtained by multiplying (i) three (3) years by (ii) a fraction, the numerator of which is the actual aggregate amount of Earn-Out Payments that are earned through the year ended December 31, 2015 in accordance with Section 3.4 of this Agreement, if any, and the denominator of which is $17,000,000 (the “Restricted Period”) (however, in the event that on the third (3rd) anniversary of the Closing Time, all $17,000,000 of the potential Earn-Out Payments have not already been finally determined to have been earned pursuant to Section 3.4 of this Agreement, then the Restricted Period shall be extended to the later of (i) the date the Third Year Earn-Out Payment is finally determined pursuant to Section 3.4 of this Agreement or (ii) the Restricted Period as set forth in the formula in the previous sentence taking into account any Third Year Earn-Out Payment)Date, Seller shall not, not and shall cause its Subsidiaries and successors (including 48 successors of Seller or any of its Subsidiaries or any assignee or purchaser of the Voting Trustees and Voting Shareholders Atlas Product Line or any material portion thereof) not to, directly or indirectly, own, manage, to engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control, of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Business (a “Restricted Business”) in the Territory; provided, however, that the restrictions contained in this Section 7.1(a5.1(a) shall not restrict the acquisition by Seller, directly or indirectly, of less than five percent (5%) 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that each Purchaser, 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 or posting any bond whatsoever. For a period from the date hereof to the second (2nd) anniversary of the Closing Date, Seller shall not and shall cause its Subsidiaries and, with respect to clause (i) below, successors (including successors of Seller or any of its Subsidiaries of any Qualifying Assets retained by Seller and its Subsidiaries after the Closing Date) and their respective employees not to: (i) cause, solicit, induce or encourage any Transferred Employees to leave employment with the Sale Business (other than through general advertising or other general solicitation not targeted to the Transferred Employees) or hire, employ or otherwise engage any such individual; provided, however, in respect of successors, those Transferred Employees in respect of whom the restrictions set forth in this Section 5.1(b) apply shall be limited to those listed on Schedule 5.1(b); or (ii) cause, induce or encourage any material actual client, customer, supplier or licensor of the Sale Business (including any existing or former customer of Seller or its Subsidiaries of the Sale Business) or any other Person who has a material business relationship with the Sale Business, to terminate or modify any such actual relationship; provided, however, the restrictions set forth in connection with clause (ii) shall apply to those entities listed in Schedule 1.1(c) to the extent such entities are successors to assets, other than in the ordinary course of business consistent with past practices, of the Seller and its Subsidiaries.

Non-Competition; Non-Solicitation; Confidentiality. (a) Except for services to be provided in connection with Seller’s Product Business, for For a period from of two (2) years after the Closing Time to the third (3rd) anniversary of the Closing Time plus the number of years obtained by multiplying (i) three (3) years by (ii) a fraction, the numerator of which is the actual aggregate amount of Earn-Out Payments that are earned through the year ended December 31, 2015 in accordance with Section 3.4 of this Agreement, if anyDate, and the denominator except as approved in writing by Purchaser, which approval may be withheld in its sole and absolute discretion, each of which is $17,000,000 (the “Restricted Period”) (however, in the event that on the third (3rd) anniversary of the Closing Time, all $17,000,000 of the potential Earn-Out Payments have not already been finally determined to have been earned pursuant to Section 3.4 of this Agreement, then the Restricted Period shall be extended to the later of (i) the date the Third Year Earn-Out Payment is finally determined pursuant to Section 3.4 of this Agreement or (ii) the Restricted Period as set forth in the formula in the previous sentence taking into account any Third Year Earn-Out Payment), Seller Xxxxxx X. Xxxxx and The Xxxxxx X. Xxxxx Living Trust shall not, and shall cause the Voting Trustees and Voting Shareholders its Affiliates not to, engage in the family restaurant segment of the Business within two (2) miles of any existing or currently contemplated Restaurant, including Franchised Restaurants; provided, that, subject to the confidentiality obligations imposed under this Section 6.12, participation by Xxxxxx X. Xxxxx or any of his Affiliates, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or controlmanagement of Jason's Deli or Friendly Ice Cream Corporation shall be expressly permitted under the terms hereof. The holders of Options as of the date hereof shall not, and shall cause their Affiliates not to, engage in the family restaurant segment of the Business within two (2) miles of any businessexisting or currently contemplated Restaurant, whether in corporateincluding Franchised Restaurants for the period beginning on the Closing Date and ending on the earliest of (a) two (2) years after the Closing Date, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Business (a “Restricted Business”b) in the Territory; providedcase of voluntary termination of employment by such holder of Options, that one (1) year after the date of such termination or (c) in the case of involuntary termination of employment, the date upon which such holder of Options is no longer entitled to receive severance payment from the Company in connection with such termination. For a period of two (2) years after the Closing Date, each Seller (other than the Institutional Investors and their Affiliates) shall not, and shall cause his Affiliates not to, solicit for employment or hire any of the management level employees of the Company or any of its Subsidiaries. For the avoidance of doubt, the Institutional Investors and their Affiliates are not subject to any of the foregoing restrictions contained in this Section 7.1(a6.12. Each Seller agrees that for a period of two (2) shall years after the Closing, such Seller will not restrict disclose any confidential information obtained prior to the acquisition Closing regarding the Company or its Subsidiaries to any third party without the prior written consent of Purchaser or the Company (other than disclosures by employees who are Sellers in the course of performing their duties for the Company and its Subsidiaries); provided that a Seller may disclose any such information which (at the applicable time of determination) (i) has already been publicly disclosed (other than a wrongful disclosure by a Seller contrary to this Section 6.12), (ii) is no longer confidential (other than as a result of a wrongful disclosure by a Seller contrary to this Section 6.12), or (iii) a Seller is required to disclose pursuant to any applicable Law or in connection with any legal proceeding involving such Seller; provided, directly or indirectlythat such Seller (other than the Institutional Investors in connection with any disclosure required under any applicable Law) gives prompt notice of such requirement to Purchaser and takes reasonable steps to protect the confidentiality of such confidential information required to be disclosed. Each Seller acknowledges that Purchaser may be irrevocably damaged if such covenant is not specifically enforced. Accordingly, of less than five percent (5%) of the outstanding capital stock of any publicly traded company engaged in a Restricted Business. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that Purchasereach Seller agrees that, in addition to any other relief available to itwhich Purchaser may be entitled, shall Purchaser would be entitled to temporary and permanent seek to obtain injunctive relief (without the necessity requirement of proving any bond) from a court of competent jurisdiction for the purposes of restraining the applicable Seller from any actual damage or posting any bond whatsoeverthreatened breach of such covenant.

Non-Competition; Non-Solicitation; Confidentiality. (a) Except for services to be provided in connection with Seller’s Product Business, for a period from From the Closing Time to Date until the third (3rd) anniversary of the Closing Time plus the number of years obtained by multiplying (i) three (3) years by (ii) a fractionDate, the numerator of which is the actual aggregate amount of Earn-Out Payments that are earned through the year ended December 31, 2015 in accordance with Section 3.4 of this Agreement, if any, and the denominator of which is $17,000,000 (the “Restricted Period”) (however, in the event that on the third (3rd) anniversary of the Closing Time, all $17,000,000 of the potential Earn-Out Payments have not already been finally determined to have been earned pursuant to Section 3.4 of this Agreement, then the Restricted Period shall be extended to the later of (i) the date the Third Year Earn-Out Payment is finally determined pursuant to Section 3.4 of this Agreement or (ii) the Restricted Period as set forth in the formula in the previous sentence taking into account any Third Year Earn-Out Payment), neither Colfax nor Seller shall not, and shall cause the Voting Trustees and Voting Shareholders not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) control or participate in the ownership, management, operation or control, control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Business mechanical power transmission business of CPTG which is comprised of the manufacture and sale of couplings, gearboxes, clutches and brakes and their related parts, anywhere in the world (a “Restricted Business”) in the Territory); provided, however, that the restrictions contained in this Section 7.1(a5.10(a) shall not restrict (i) the acquisition by SellerColfax or its Affiliates, directly or indirectly, of less than five percent (5%) % of the outstanding capital stock of any publicly traded company engaged in a Restricted Business, (ii) the purchase or other acquisition by Colfax or its Affiliates after the Closing Date of a business with product lines that taken alone would constitute a Restricted Business (“Competing Products”), if in the year prior to such acquisition, the Competing Products were (A) non-core business line products of such business and (B) the net sales generated by the Competing Products were less than 5% of the net sales of CPTG, or (iii) the acquisition of any business if the Restricted Business products are for internal consumption and spare parts sales in connection with a non-Restricted Business. Notwithstanding the foregoing, Colfax or its Affiliates may acquire a business with Competing Products that exceed the thresholds set forth in provision (ii)(B) above, provided that in such case Colfax or its Affiliate making such acquisition, shall provide Buyer with prompt notice of such acquisition after the closing date of such acquisition and shall, for a period of thirty (30) days after notice to Buyer, give Buyer the opportunity to negotiate in good faith exclusively with Colfax, to buy the Competing Products on commercially reasonable terms and Price. In the event that Buyer elects not to acquire the Restricted Business, Colfax, or its Affiliates, as applicable, shall divest the Competing Products within one (1) year following the termination of the thirty (30) day negotiation period. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that PurchaserBuyer, 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 or posting any bond whatsoeverbond.