Common use of Noncompetition Clause in Contracts

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotel.

Noncompetition. In order The Participant acknowledges that (i) the Participant performs services of a unique nature for the Company that are irreplaceable, and that the Participant’s performance of such services to further induce Buyer a competing business will result in irreparable harm to enter into this Agreement the Company, (ii) the Participant has had and consummate will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the transactions contemplated hereunderCompany or any of its affiliates, Seller (iii) in the course of the Participant’s employment by a competitor, the Participant would inevitably use or disclose such Confidential Information, (iv) the Company and Principals its affiliates have substantial relationships with their customers and the Participant has had and will continue to have access to these customers, (“Principals’v) agree the Participant has received and will receive specialized training from the Company and its affiliates, and (vi) the Participant has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Participant’s employment. Accordingly, during the Participant’s employment hereunder and the Restricted Period (as defined below), the Participant agrees that from and after Closing and for a period of two (2) years thereafter, they shall not, within the Trade Area Participant will not engage in any Competitive Activities (as defined below) associate in any capacity basin or location in which the Company or any of its subsidiaries owns any Hydrocarbon Interests (as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant defined below) (or otherwise, otherwise makes any direct or have any interest indirect investment in any corporation, partnership, joint venture Hydrocarbon Interests or limited liability company, which engages has demonstrable plans to commence any activities or direct or indirect investment in the new construction of an upscale Hydrocarbon Interests or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction any Competitive Activities in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid basin or unenforceable, such invalidity or unenforceability shall location in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the PropertyNorth America. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursuenothing herein shall prohibit the Participant from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, which would be so long as the Participant has no active participation in violation the business of such corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this Section 20Agreement, Seller must seek consent (A) “Competitive Activities” shall mean owning any interest in, participating in (whether as a director, officer, employee, member, or partner), consulting with, rendering services for (including as an employee), or in any manner engaging in any business or enterprise involving or related to (I) the acquisition, ownership, operation, finance, maintenance, exploration, production and development of Hydrocarbon Interests, (II) the production and sale of oil, gas and other hydrocarbons produced from Buyer in writingsuch Hydrocarbon Interests, (III) the sale or other disposition of such Hydrocarbon Interests or (IV) any upstream business or activities or oil or gas marketing activities or other energy-related activities; (B) “Hydrocarbon Interests” shall mean (I) all oil, gas and/or mineral leases, oil, gas or mineral properties, mineral servitudes and/or mineral rights of any kind (including fee mineral interests, lease interests, farmout interests, overriding royalty and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that royalty interests, net profits interests, oil payment interests, production payment interests and other types of mineral interests), including any rights to acquire any of the restrictions in this noncompetition agreement are essential foregoing and (II) all oil and gas gathering, treating, compression, storage, processing and handling assets of any kind, including all rigs, platforms, pipelines, xxxxx, wellhead equipment, pumping units, flowlines, tanks, injection facilities, compression facilities, gathering systems, processing facilities and other related equipment or materials of any kind; and (C) “Restricted Period” means the period beginning on the Participant’s last day of employment with the Company and ending (I) on the second anniversary thereof, if such termination of employment occurs prior to the Buyer’s successful operation expiration of the Hotel Initial Term and Buyer would not have entered into this Agreement except for (II) on the inducement first anniversary thereof, if such termination occurs upon or after the expiration of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the HotelInitial Term.

Noncompetition. In order THIS SECTION 10(a) WILL HAVE NO FORCE OR EFFECT, AND WILL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT WILL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Executive and the Company jointly acknowledge that Executive’s initial and principal place of employment is Newport Beach, California, and therefore, this section 10 (a) is NOT in force and effect on the Effective Date. However, the Executive further acknowledges that in the course of the Executive’s employment with the Company and its Affiliates and their predecessors, the Executive has and will continue to become familiar with the trade secrets of, and other confidential information concerning, the Company and its Affiliates and their predecessors, that the Executive’s services will be of special, unique and extraordinary value to the Company and its Affiliates and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the marketplace depends substantially on the skills and expertise of the Executive. Therefore, and in further induce Buyer consideration of the compensation being paid to enter into this Agreement and consummate the transactions contemplated Executive hereunder, Seller and Principals (“Principals’) agree the Executive agrees that from and after Closing if his principal place of employment becomes a state other than California, then during the Employment Period and for a period of two twelve months following the termination of the Employment Period for any reason (2) years thereafterthe “Restricted Period”), they shall notthe Executive will not directly or indirectly own, within the Trade Area (as defined below) associate manage, control, participate in, consult with, render services for, or in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest manner engage in any corporationbusiness competing with the businesses of the Company or its Affiliates, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way country where the enforceability Company or its Affiliates conducts business; provided, however, that passive investments amounting to no more than three percent of any other portion the voting equity of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, business and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Executive’s other current positions and activities described in Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer 3 will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelbe prohibited hereby.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate During the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing Term and for a period of two (2) years thereafter, they the Executive shall not, within other than through the Trade Area (as defined below) associate Parent or affiliates of the Parent, own more than a 10% interest in any capacity hotel property (other than hotels owned by the Parent and the Partnership), as partner, shareholder or otherwise, or directly or indirectly, for his own account or for the account of others, either as an owner, officer, director, shareholder, owner, partner, shareholderpromoter, memberemployee, lesseeconsultant, lessoradvisor, agent, consultant or otherwisemanager, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages other capacity engage in the new construction acquisition, development, operation or management of an upscale or upper-mid scale Hilton or Marriott hotel, as designated any hotel property located within 20 miles of any hotel property owned by the Xxxxx Travel ResearchParent or the Partnership at the time of termination of employment. The foregoing sentence shall not restrict the Executive from owning up to 10% of the outstanding securities of any entity, following including any entity whose securities are traded in public securities markets. The Executive agrees that damages at law for violation of the Closing. If Seller restrictive covenant contained herein would not be an adequate or Principals fail proper remedy to keep the Company, and perform every covenant that should the Executive violate or threaten to violate any of this Section 20the provisions of such covenant, Buyer the Company, its successors or assigns, shall be entitled to specifically enforce obtain a temporary or permanent injunction against the same by injunction Executive in equity any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any other remedies which Buyer may haveaward of damages, compensatory, exemplary or otherwise, payable by reason of such violation. If Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed compulsion to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of enter into this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions foregoing restrictive covenant does not in this noncompetition agreement are essential any respect inhibit his ability to earn a livelihood in his chosen profession without violating the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions restrictive covenant contained herein. The parties hereto further acknowledge Company by these presents has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that these restrictions are reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and necessary means of protecting Buyer’s legitimate business interests in enforce the Property and covenant to the Hotelextent that it believes to be reasonable under the circumstances existing at the time.

Noncompetition. In order consideration of the mutual covenants provided for herein to further induce Buyer to enter into this Agreement the Parent and consummate the transactions contemplated hereunderExisting Stockholder at the Closing, Seller during the period beginning on the Closing Date and Principals ending on the fifth anniversary of the Closing Date (“Principals’) agree that from and after Closing and for a period the "Noncompete Period"), none of two the Parent, the Existing Stockholder or any of their then Affiliates shall engage (2) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whether as an owner, operator, manager, employee, officer, director, partnerconsultant, shareholderadvisor, memberrepresentative, lessee, lessor, agent, consultant or otherwise, ) directly or have indirectly in any business that provides outsourced staffing or those related billing services being provided by the Acquired Companies as conducted on the date hereof to hospitals and clinics anywhere within the United States; provided that ownership of less than 5% of the outstanding stock of any publicly traded corporation shall not be deemed to be engaging solely by reason thereof in any of its businesses; provided further that the Parent and the Existing Stockholder shall not be deemed to be in breach of this Section 9.8(a) solely as a result of owning a direct or indirect interest in any corporation, partnership, joint venture or limited liability company, which a business whose other owner engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotelactivities prohibited hereunder. The Parties hereto agree that the covenant set forth in this Section 9.8 is reasonable with respect to its duration, as designated by the Xxxxx Travel Researchgeographical area, following the Closingand scope. If Seller the final judgment of a court of competent jurisdiction declares that any term or Principals fail to keep and perform every covenant provision of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be 9.8 is invalid or unenforceable, such the Parties agree that the court making the determination of invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 Agreement shall be construed enforceable as an agreement independent of any other provision of this Agreement, and so modified after the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius expiration of the Property. Notwithstanding time within which the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would judgment may be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelappealed.

Noncompetition. In order From and after the Closing, in consideration of the mutual covenants provided for herein but subject to further induce Buyer the limitations set forth in the last sentence of this Section 8X, during the period beginning on the Closing Date and ending on the earlier of the third anniversary of the Closing Date and, with respect to enter into this Agreement and consummate any Restricted Person, the transactions contemplated hereunderdate that a person or group of related persons (other than Madison Dearborn Capital Partners IV, L.P. or an Affiliate thereof) owns or acquires (directly or indirectly) equity securities of such Restricted Person that represent more than 50% of the ordinary voting power entitled to vote in the election of such Restricted Person’s board of directors or managers (as applicable), Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter, they shall not, and shall cause its Subsidiaries (each a “Restricted Person” and, collectively, the “Restricted Persons”) not to, directly or indirectly, build and operate any greenfield plants for the production of uncoated free sheet paper or corrugated container board, anywhere within the Trade Area (as defined below) associate in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer United States; provided that no Restricted Person shall be entitled deemed to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as taking an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 208X by virtue of its or their (w) engaging in Seller’s Other Businesses or activities reasonably related thereto, Seller must seek consent from (x) ownership of Buyer Common Stock as a result of the Purchase and Sale Transaction, (y) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (z) acquisition of any Person (whether by asset purchase, stock purchase, merger or otherwise) engaged in writing, and Buyer will not unreasonably withhold consenta business that competes with the Business. The parties hereto acknowledge agree that the restrictions covenant set forth in this noncompetition agreement are essential Section 8X is reasonable with respect to its duration, geographical area and scope. If the Buyer’s successful operation final judgment of a court of competent jurisdiction declares that any term or provision of Section 8X is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the Hotel term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and Buyer would not have entered into enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement except for shall be enforceable as so modified after the inducement expiration of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in time within which the Property and the Hoteljudgment may be appealed.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree Henkel agrees that from and after Closing and for a period of two (2) years thereafter, they shall it will not, within and shall ensure that its Affiliates do not, at any time during the Trade Area (as defined below) associate period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date, engage in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any controlling interest in, directly or indirectly, whether alone or in conjunction with any corporationPerson, partnershipanywhere in Europe, joint venture Russia or limited liability companyTurkey, any business which engages is in competition with the JV Entities in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, Cleaning and Sanitizing Field as designated conducted by the Xxxxx Travel ResearchJV Entities at Closing (a "Competing Business"), following provided, however, that Henkel and its Affiliates may continue to conduct their respective businesses generally in the Closingmanner in which such businesses are being conducted on the Closing Date. If Seller Henkel and its Affiliates shall not at any time, directly or Principals fail indirectly, use or purport to keep and perform every covenant authorize any person to use any Technology, Patent or Trademark or the "Henkel" name in contravention of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have9.5. If any portion The provisions of this Section 20 9.5 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability not prohibit Henkel and its Affiliates from acquiring not more than two percent (2%) of any other portion class of this Section 20securities of any company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or otherwise publicly traded, provided Henkel and its Affiliates do not control such company. If any court in which Buyer seeks to have Further, the provisions of this Section 20 specifically enforced determines that 9.5 shall not prohibit Henkel and its Affiliates from acquiring a Competing Business in Europe, Russia and Turkey if and only if (a) Henkel or its Affiliate ceases to engage in such Competing Business within two hundred seventy (270) days after the activitiesconsummation of such transaction and (b) Henkel shall have promptly first offered Ecolab, time or geographic area hereinabove specified are too broadupon customary commercial terms, the exclusive opportunity, for a sixty (60) day period, to purchase such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for Competing Business at the same price at which Henkel acquired such activity, time and geographic areaCompeting Business. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes foregoing provisions of this Section 209.5, “Trade Area” but not any claim previously brought thereunder, shall mean an area located within a 3-mile radius cease to apply on the fifth anniversary of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the HotelClosing Date.

Noncompetition. In order THIS SECTION 10(a) WILL HAVE NO FORCE OR EFFECT, AND WILL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT WILL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Executive and the Company jointly acknowledge that Executive’s initial and principal place of employment is Newport Beach, California, and therefore, this Section 10(a) is NOT in force and effect on the Effective Date. However, the Executive further acknowledges that in the course of the Executive’s employment with the Company and its Affiliates and their predecessors, the Executive has and will continue to become familiar with the trade secrets of, and other confidential information concerning, the Company and its Affiliates and their predecessors, that the Executive’s services will be of special, unique and extraordinary value to the Company and its Affiliates and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the marketplace depends substantially on the skills and expertise of the Executive. Therefore, and in further induce Buyer consideration of the compensation being paid to enter into this Agreement and consummate the transactions contemplated Executive hereunder, Seller and Principals (“Principals’) agree the Executive agrees that from and after Closing if his principal place of employment becomes a state other than California, then during the Employment Period and for a period of two twelve months following the termination of the Employment Period for any reason (2) years thereafterthe “Restricted Period”), they shall notthe Executive will not directly or indirectly own, within the Trade Area (as defined below) associate manage, control, participate in, consult with, render services for, or in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest manner engage in any corporationbusiness competing with the businesses of the Company or its Affiliates, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way country where the enforceability Company or its Affiliates conducts business; provided, however, that passive investments amounting to no more than three percent of any other portion the voting equity of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, business and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Executive’s other current positions and activities described in Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer 3 will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelbe prohibited hereby.

Noncompetition. In order THIS SECTION 10(a) WILL HAVE NO FORCE OR EFFECT, AND WILL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT WILL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Executive and the Company jointly acknowledge that Executive’s initial and principal place of employment is Newport Beach, California, and therefore, this section 10 (a) is NOT in force and effect on the Effective Date. However, the Executive further acknowledges that in the course of the Executive’s employment with the Company and its Affiliates and their predecessors, the Executive has and will continue to become familiar with the trade secrets of, and other confidential information concerning, the Company and its Affiliates and their predecessors, that the Executive’s services will be of special, unique and extraordinary value to the Company and its Affiliates and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the marketplace depends substantially on the skills and expertise of the Executive. Therefore, and in further induce Buyer consideration of the compensation being paid to enter into this Agreement and consummate the transactions contemplated Executive hereunder, Seller and Principals (“Principals’) agree the Executive agrees that from and after Closing if his principal place of employment becomes a state other than California, then during the Employment Period and for a period of two twelve (212) years thereaftermonths following the termination of the Employment Period for any reason (the “Restricted Period”), they shall notthe Executive will not directly or indirectly own, within the Trade Area (as defined below) associate manage, control, participate in, consult with, render services for, or in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest manner engage in any corporationbusiness competing with the businesses of the Company or its Affiliates, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way country where the enforceability Company or its Affiliates conducts business; provided, however, that passive investments amounting to no more than three percent (3%) of any other portion the voting equity of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, business and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Executive’s other current positions and activities described in Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer 3 will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelbe prohibited hereby.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) Sellers agree that from and after Closing and for a period of two five (25) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whatsoever in any business, whether as an a promoter, owner, officer, director, employee, partner, shareholder, member, lessee, lessor, lender, agent, consultant consultant, broker, commission salesman or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages engaged in the new construction operation of an upscale a motel or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals Sellers fail to keep and perform every covenant of this Section 2025, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 25 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 2025. If any court in which Buyer seeks to have the provisions of this Section 20 25 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals Sellers under this Section 20 25 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals Sellers against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 2025, “Trade Area” shall mean an area located within a 3-2 mile radius around the real estate boundaries of any of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consentHotels. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel Hotels and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the HotelHotels.

Noncompetition. In order consideration of the mutual covenants provided for herein to further induce Buyer to enter into this Agreement the Seller Entities at the Closing, during the period beginning on the Closing Date and consummate ending on the transactions contemplated hereunderthird anniversary of the Closing Date (the "NONCOMPETE PERIOD"), the Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter, they Entities shall not, within and the Trade Area Seller Entities shall cause their Affiliates to not, engage (as defined below) associate in any capacity whether as an owner, operator, manager, employee, officer, director, partnerconsultant, shareholderadvisor, memberrepresentative, lessee, lessor, agent, consultant or otherwise, ) directly or have any interest indirectly in any corporationAcquired Company's business as presently conducted which is the business that provides home or community based services to (i) at-risk children and youth who are behaviorally and/or medically involved, partnership(ii) individuals with mental retardation and/or development disabilities, joint venture (iii) individuals with acquired brain injury or limited liability company(iv) the elderly, which engages in each case, anywhere within the United States; provided, that engaging in the new construction existing business of an upscale or upper-mid scale Hilton or Marriott hotelthe Seller Entities and their other Affiliates (including, without limitation, participation in joint ventures) as designated currently conducted on the date hereof shall not be deemed a violation of the foregoing; provided further that ownership of less than 5% of the outstanding stock of any publicly traded corporation shall not be deemed to be engaging solely by reason thereof in any of its businesses. The Parties hereto agree that the Xxxxx Travel Researchcovenant set forth in this SECTION 9.5 is reasonable with respect to its duration, following the Closinggeographical area, and scope. If Seller the final judgment of a court of competent jurisdiction declares that any term or Principals fail to keep and perform every covenant provision of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be SECTION 9.5 is invalid or unenforceable, such the Parties agree that the court making the determination of invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 Agreement shall be construed enforceable as an agreement independent of any other provision of this Agreement, and so modified after the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius expiration of the Property. Notwithstanding time within which the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would judgment may be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelappealed.

Noncompetition. In (a) As a condition to Buyers’ obligation to purchase the Purchased Assets and in order to further induce Buyer ensure to enter into this Agreement Buyers the full benefits of the Purchased Assets and consummate the transactions contemplated hereunderBusiness, Seller Sellers, jointly and Principals (“Principals’) severally, hereby covenant and agree that from and after Closing and for a period of two five (25) years thereafterafter the Closing Date (the “Noncompetition Period”), they shall not, within except for the Trade Area Permitted Activities (as defined below), none of Xxxxxxxxx, XX Brands, or RA Factors, Inc. (a direct wholly owned subsidiary of Remington), nor any other direct or indirect subsidiary of the Seller Group (now existing or formed in the future) associate (collectively, the “Seller Group”), nor any of Xxxxxx X. Xxxxxxx, Xxxx X. Little, and Xxxxxx X. Xxxxxxx XX, each of whom is a current employee of Remington (the “Employee Group”), will directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, or provide services for, or in any capacity as an ownermanner engage in, officerthe manufacture, directorsale, partner, shareholder, member, lessee, lessor, agent, consultant distribution or otherwise, or have any interest development of fishing line in any corporationarea of the world (collectively, partnership, joint venture or limited liability company, which engages in the new construction “Restricted Activities”). Sellers acknowledge that (a) any breach of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant covenants of this Section 20will result in irreparable damage and continuing injury to Buyers, Buyer shall be entitled to specifically enforce (b) the same by injunction covenants set forth in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable(a) are reasonably limited, such invalidity or unenforceability shall (c) the covenants set forth in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have (a) are reasonably necessary for the provisions protection of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this AgreementBuyers, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer (d) Buyers would not have entered into this Agreement except but for the inducement covenants of the Sellers contained herein. Therefore, in the event of any breach or threatened breach of the covenants in this Section, Sellers acknowledge that Buyers may be entitled, without limiting any other remedies, to an injunction restraining any Seller from committing any such violation. If, at the time of enforcement of this Section (a) a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable herein to cover the maximum period, scope and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelarea permitted by law.

Noncompetition. In order consideration of the mutual covenants -------------- provided for herein to further induce Buyer the Sellers at the Closing, during the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date (the "Noncompete Period"), none of the Sellers (and none of the beneficiaries of any ----------------- Seller that is a trust) (collectively, the "Noncompeting Parties") shall engage, -------------------- and each of the Sellers shall cause the Noncompeting Parties that are not themselves Sellers to enter into this Agreement and consummate the transactions contemplated hereundernot engage, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whether as an owner, operator, manager, employee, officer, director, partnerconsultant, shareholderadvisor, member, lessee, lessor, agent, consultant representative or otherwise, ) directly or have any interest indirectly in any corporationbusiness that the Company conducts or proposes to conduct as of the Closing Date in any geographic area in which the Company conducts its business as of the Closing Date, partnershipexcept as expressly permitted under any employment agreement with the Company executed at the Closing as contemplated hereunder; provided that ownership of less than 2% of the outstanding stock of any publicly-traded corporation shall not be deemed to be engaging solely by reason thereof in any of its businesses. The parties hereto agree that the covenant set forth in this Section 10.11 is reasonable with respect to its duration, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closinggeographical area and scope. If Seller the final judgment of a court of competent jurisdiction declares that any term or Principals fail to keep and perform every covenant provision of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be 10.11(a) is invalid or unenforceable, such the Parties agree that the court making the determination of invalidity or unenforceability shall in no way have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be deemed or construed enforceable as so modified after the expiration of the time within which the judgment may be appealed. As further consideration for the obligations of the Sellers pursuant to affect in any way the enforceability of any other portion of this Section 20. If any court 10.11, the Purchaser shall pay to the Sellers $325,000 in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants cash on the part Closing Date, allocated among the Sellers in accordance with the Schedule of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and Stockholders (the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants"Noncompete ------------------------ ---------- Payment"). For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotel.-------

Noncompetition. In order the case of the Executive's termination of employment pursuant to further induce Buyer to enter into this Agreement and consummate Section 7(b) without Good Reason, the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter, they Executive shall not, until July 1, 2000, (a) engage anywhere within the Trade Area (geographical areas in which the Companies have conducted their business operations as defined below) associate in of the date hereof or at any capacity time prior to the Date of Termination, directly or indirectly, alone or as an ownera shareholder, principal, agent, partner, officer, director, partneremployee or consultant of any other organization, shareholderin the business of insurance, memberreinsurance or any other activity conducted by the Companies (the "Designated Industry") in competition with the Companies; (b) divert to any competitor of the Companies in the Designated Industry any customer of the Companies; or (c) solicit or encourage any officer, lesseeemployee or consultant of the Companies to leave their employ for employment by or with any competitor of the Companies in the Designated Industry; provided, lessorhowever, agentthat the Executive may invest in stock, consultant or otherwisebonds, or have other securities of any interest in any corporation, partnership, joint venture or limited liability company, which engages similar business in the new construction Designated Industry (but without otherwise participating in such Designated Industry) if (i) such stock, bonds, or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of an upscale or upper-mid scale Hilton or Marriott hotelthe Exchange Act; and (ii) his investment does not exceed, as designated by in the Xxxxx Travel Researchcase of any class of the capital stock of any one issuer, following one percent (1%) of the Closingissued and outstanding shares, or, in the case of other securities, one percent (1%) of the aggregate principal amount thereof issued and outstanding. If Seller or Principals fail to keep and perform every covenant at any time the provisions of this Section 20, Buyer 11 shall be entitled determined to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 11 shall be considered divisible and shall become and be immediately amended to only such invalidity area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or unenforceability other body having jurisdiction over the matter; and the Executive agrees that this Section 11 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Nothing in no way be deemed this Section 11 shall prevent or construed to affect restrict the Executive from engaging in any way business or industry other than the enforceability of Designated Industry in any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelcapacity.

Noncompetition. In Employee acknowledges that, in addition to his access to and possession of Confidential Information, during the Term he will acquire valuable experience and special training regarding LifeCare’s business and that the knowledge, experience, and training he will acquire would enable him to injure LifeCare if he were to engage in any business that is competitive with the business of LifeCare. Therefore, Employee shall not, at any time during the Term and for the twelve (12) consecutive months immediately after the Termination Date, directly or indirectly (as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, or manager or in any other individual or representative capacity), engage, invest, or participate in (i) any long-term acute care hospital business that is in direct competition with the business of LifeCare within a thirty (30) mile radius of any long-term acute care hospital facility operated by LifeCare or its affiliates, subsidiaries or operating entities, or (ii) within 30 miles of any other healthcare business operated by LifeCare at the time of Employee’s Termination Date. (Employee shall not be prohibited, however, from owning, as a passive investor, less than five percent of the publicly traded stock of any corporation engaged in a business competitive with that of LifeCare). Employee represents that the enforcement of the restriction in this Article 7 would not be unduly burdensome to Employee and that, in order to further induce Buyer LifeCare to enter into this Agreement (which contains various benefits to Employee and consummate obligations of LifeCare with respect to Employee’s employment), Employee is willing and able to compete after the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter, they shall not, within the Trade Area (as defined below) associate Termination Date in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated other geographical areas not prohibited by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic areaArticle 7. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge Parties agree that the restrictions in this noncompetition agreement Article 7 regarding scope of activity, duration, and geographic area are essential reasonable; however, if any court should determine that any of those restrictions is unenforceable, that restriction shall not thereby be terminated, but shall be deemed amended to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelextent required to render it enforceable.

Noncompetition. In order to further induce Buyer to enter into this Agreement Each of Medicis and consummate Ascent agrees that, in consideration of the consummation of the transactions contemplated by BioMarin Acquisition hereunder, Seller it shall not and Principals shall cause its Subsidiaries not to, at any time during the License Term, (“Principals’) agree that from whether acting alone or as a member of an Entity, and after Closing and for a period of two (2) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whether as an owneradvisor, principal, consultant, independent contractor, agent, partner, employee, officer, director, partner5% or greater equityholder or otherwise), shareholderanywhere in the world, member(a) engage in, lesseeown, operate, maintain or finance directly or indirectly any business or other enterprise engaged in the development, distribution, sale or commercialization of an oral liquid prednisolone sodium solution or oral dissolving tablet prednisolone product other than the ownership, operation and maintenance of the Licensed Assets or the Secondary ANDA as contemplated under the Supply Agreement, provided, however, that neither Ascent nor Medicis shall make, manufacture, market, sell, distribute, or develop any product under the Secondary ANDA, or (b) other than the transactions contemplated by this Agreement, the Securities Purchase Agreement, the Asset Purchase Agreement, the Transition Services Agreement, the Supply Agreement or the Lyne License, take any action that is designed or intended or would reasonably be expected to have the effect of discouraging any customer, supplier, lessor, agentlicensor or other business associate of the Pediatrics Business from maintaining a business relationship with BioMarin Acquisition after the Effective Date as it maintained with the Pediatrics Business prior to the Effective Date; provided, consultant further, that Medicis may continue to own the outstanding stock of Ascent and Ascent may continue to own the Licensed Assets and all rights necessary to perform its obligations under the Lyne License, the Transition Services Agreement and the Supply Agreement; provided further that, notwithstanding the foregoing, (a) Medicis may enter into a transaction or otherwiseseries of transactions that involves the acquisition by Medicis of another Entity whose activities, but for this proviso would violate this Section 6.2 so long as such activities are not primary but are merely ancillary to such Entity’s activities so long as Medicis terminates or have any interest in any corporationdivests such activities within a reasonable period of time following such acquisition not to exceed 180 days, partnershipand (b) Medicis may be acquired by merger with another Entity, joint venture or limited liability companywhere the stockholders of Medicis immediately prior to the merger own less than 50% of the surviving entity, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotelwhose activities, as designated by the Xxxxx Travel Researchbut for this proviso, following the Closingwould violate this Section 6.2. If Seller the final judgment of a court of competent jurisdiction declares that any term or Principals fail to keep and perform every covenant provision of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be 6.2 is invalid or unenforceable, the parties agree that the court making such determination of invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 Agreement shall be construed enforceable as an agreement independent of any other provision of this Agreement, and so modified after the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius expiration of the Property. Notwithstanding time within which the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would judgment may be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelappealed.

Noncompetition. In order Seller recognizes that (i) Buyer's entering into this Agreement is induced primarily because of the covenants and assurances made by Seller hereunder, including, without limitation, the covenants and assurances contained in this Section 9, (ii) Seller's covenant not to further induce compete is necessary to insure the continuation of the business of Buyer in respect of the Assets subsequent to Closing and (iii) irreparable harm and damage will be done to Buyer in the event that Seller, or any of Seller's affiliates, competes with Buyer within the area or areas specified in this Section. Therefore, in consideration of the premises and as an inducement for Buyer to enter into this Agreement and consummate the transactions contemplated hereunderherein, Seller and Principals (“Principals’) Seller's affiliates, including, without limitation, all of Seller's shareholders, who have joined in the execution of this Agreement for the purpose of acknowledging their agreement to be bound by the provisions of this Section 9, agree that from and after Closing and for a period of two five (25) years thereafterfrom and after the Closing Date, they shall notneither Seller nor Seller's affiliates will, within the Trade Area (as defined below) associate directly or indirectly, in any capacity as an ownercapacity, officerown, directormanage, partneroperate, shareholdercontrol, memberparticipate in the management or control of, lessee, lessor, agent, consultant or otherwisebe employed by, or have maintain or continue any interest whatsoever in any corporationenterprise engaged in any business similar to the business of Buyer in respect of the Assets within a 100-mile radius of the Stations. Seller further agrees that if any restriction contained in this Section is held by any Court to be unenforceable or unreasonable, partnershipa lesser restriction shall be severable therefrom and be enforced in its place, joint venture or limited liability company, which engages in and the new construction remaining restrictions contained herein shall be enforceable independently of each other. In the event of an upscale actual or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant threatened breach of this Section 20covenant by Seller, Buyer shall be entitled to specifically enforce injunctive relief, without the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion necessity of this Section 20 shall be invalid or unenforceableposting a bond, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement cash or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotel.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller Seller, Chartwell and the Principals (“Principals’) agree that from and after Closing and for a period of two three (23) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whatsoever in any business, whether as an a promoter, owner, officer, director, employee, partner, shareholder, member, lessee, lessor, lender, agent, consultant consultant, broker, commission salesman or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages engage in the new construction operation of an upscale a motel or upper-mid scale Hilton hotel or Marriott hotelany related business of a type competitive, directly or indirectly, with the business of Seller as designated conducted by the Xxxxx Travel Research, Buyer following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consentHotel. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotel. Seller shall cause Chartwell and the Principals to execute a letter agreeing to the provisions of this Section 20 to be delivered to Buyer within 10 days of the Effective Date.

Noncompetition. In order (a) Seller agrees that during the five (5) year period commencing on the Closing Date, neither Seller nor any of its controlled Affiliates shall, anywhere in the world, either directly or indirectly, as a stockholder, investor, member, partner, or otherwise, own, manage, operate, set up or engage in any business that competes with the Business as the Business is conducted on the Closing Date (a “Competing Business”); provided that nothing herein shall prohibit (x) the acquisition by Seller or any of its Affiliates of all or any portion of a Competing Business (the “Acquired Competing Business”); provided that, except with respect to any Permitted Holding, promptly (and in any event, within twenty (20) Business Days) following such acquisition, Seller shall offer in writing to sell the Acquired Competing Business to Buyer or its Affiliates and, if Buyer notifies Seller in writing within thirty (30) days of such offer that Buyer or its Affiliates have a good faith interest in acquiring the Acquired Competing Business (which notice shall propose a price (the “ROFO Price”) for the Acquired Competing Business), and, if Seller determines to accept the offer to sell the Acquired Competing Business at the ROFO Price, the parties shall in good faith negotiate the terms of a sale to be completed within sixty (60) days following the delivery of such written notice by Buyer (the “ROFO Period”); provided, further induce that if Buyer and Seller (or their respective Affiliates) have not executed and delivered a definitive agreement for the acquisition of the Acquired Competing Business on or prior to enter into this Agreement and consummate the transactions contemplated hereunderend of the ROFO Period, Seller and Principals (“Principals’) agree that from and after Closing and its Affiliates must thereafter use reasonable best efforts to sell the Acquired Competing Business to an unaffiliated third party for a purchase price that is equal to or greater than the ROFO Price by the date that is twelve (12) months following the end of the ROFO Period (such end date, the “Mandatory Sale Start Date”) and may not, without the Buyer’s prior written consent, during such twelve (12) month period, sell the Acquired Competing Business to any third party for a purchase price that is less than the ROFO Price; provided, further that if Seller and its Affiliates have not completed the sale of the Acquired Competing Business for a price equal to or greater than the ROFO Price to an unaffiliated third party on or prior to the Mandatory Sale Start Date, Seller shall deliver written notice to Buyer, informing Buyer that Buyer has a sixty (60) days period during which it may elect, in its sole discretion, to purchase the Acquired Competing Business at the ROFO Price and, within sixty (60) days following such written notice by Buyer, Seller and its Affiliates irrevocably agree to sell the Acquired Competing Business to the Buyer or its Affiliates for the ROFO Price and on such other terms as the parties may reasonably agree (the Mandatory Sale Start Date until the date of two the consummation of such sale, the “Mandatory Sale Period”) or (2y) years thereafterthe acquisition, they holding of investments or direct or indirect ownership by Seller or any of its Affiliates of any voting stock, capital stock or other equity interest for passive investment purposes of any Person engaged in a Competing Business, so long as such ownership, in the aggregate, represents not more than 5% of the aggregate voting power or outstanding capital stock or other equity interests of such Person (the “Permitted Holding”). During the Mandatory Sale Period, the provisions of ‎Section 5.09 shall apply to the Seller and its Affiliates with respect to the Acquired Competing Business mutatis mutandis, with the “Exclusivity Period” deemed to be the Mandatory Sale Period. For the avoidance of doubt and notwithstanding the foregoing, the foregoing shall not, within the Trade Area (as defined below) associate in any capacity as an ownerway, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant limit or otherwise, effect Seller’s ability to operate the Deferred Business in accordance with the terms and conditions set forth herein or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in perform its obligations under the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the ClosingTransition Services Agreement. If Seller or Principals fail This ‎Section 5.03 shall cease to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition applicable to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, Person at such invalidity or unenforceability shall in time as it is no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine longer a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part Subsidiary of Seller and Principals under this Section 20 shall be construed as an agreement independent of not apply to any other provision of this AgreementPerson that purchases assets, and the existence of any claim operations or cause of action by a business from Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer one of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoingits Subsidiaries, if an opportunity for new development exists which such Person is not a Subsidiary of Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelafter such transaction is consummated.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller Seller, Chartwell and the Principals (“Principals’) agree that from and after Closing and for a period of two five (25) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whatsoever in any business, whether as an a promoter, owner, officer, director, employee, partner, shareholder, member, lessee, lessor, lender, agent, consultant consultant, broker, commission salesman or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages engage in the new construction operation of an upscale a motel or upper-mid scale Hilton hotel or Marriott hotelany related business of a type competitive, directly or indirectly, with the business of Seller as designated conducted by the Xxxxx Travel Research, Buyer following the Closing. This noncompetition clause will exclude the already operational Hampton Inn and Fairfield Inn in Southaven, Mississippi and the Fairfield Inn & Suites and the Whispering Wxxxx Hotel in Olive Branch, Mississippi owned by the Principal. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an all of Southaven, Mississippi and any area located within a 3-mile radius 5 miles of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consenteach Hotel. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel Hotels and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the HotelHotels. Seller shall cause Chartwell and the Principals to execute a letter agreeing to the provisions of this Section 20 to be delivered to Buyer within 10 days of the Effective Date.

Noncompetition. In order to further induce Buyer to enter into this Agreement The Sellers and consummate the Stockholder acknowledge that they are receiving significant economic benefits by reason of the consummation of the transactions contemplated hereunderhereby, Seller that they have become familiar with the trade secrets and Principals other confidential information concerning the Business, that their services to the Business have been unique in nature and that the Purchaser would be irreparably damaged if they were to compete with the Purchaser. Accordingly, in consideration of the mutual covenants provided for herein to the Sellers and the Stockholder at the Closing, during the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date (“Principals’) agree that from and after Closing and for a period the "Noncompete Period"), none of two the Sellers or the Stockholder shall engage (2) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whether as an owner, operator, manager, employee, officer, director, partnerconsultant, shareholderadvisor, member, lessee, lessor, agent, consultant representative or otherwise, ) directly or have any interest indirectly in any corporation, partnership, joint venture or limited liability company, which engages business that is involved in the new construction marketing, sales, distribution, financing or service of private passenger automobile liability insurance products in Chicago, Illinois or any area located within 50 miles of Chicago, Illinois; provided that ownership of less than 2% of the outstanding stock of any publicly-traded corporation shall not be deemed to be engaging solely by reason thereof in any of its businesses; provided, further, that the nothing in this Section 7.9(a) shall prevent the Sellers and the Stockholder from selling "commercial lines" insurance policies (including, without limitation, automobile insurance to commercial drivers, including, without limitation, taxi cab drivers) or serving as an upscale or upper-mid scale Hilton or Marriott hotelagent of Purchaser in the sale of private passenger automobile liability insurance products. The parties hereto agree that the covenant set forth in this Section 7.9 is reasonable with respect to its duration, as designated by the Xxxxx Travel Research, following the Closinggeographical area and scope. If Seller the final judgment of a court of competent jurisdiction declares that any term or Principals fail to keep and perform every covenant provision of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be 7.9(a) is invalid or unenforceable, such the Parties agree that the court making the determination of invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 Agreement shall be construed enforceable as an agreement independent of any other provision of this Agreement, and so modified after the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius expiration of the Property. Notwithstanding time within which the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would judgment may be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelappealed.

Noncompetition. In order to further induce Buyer to enter into this Agreement Each of Seller, Optionee and consummate the transactions contemplated hereunderXxx and their respective Affiliates covenant and agree that, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two three years from and after the Closing Date, it shall not (2i) years thereaftercompete with Buyers, they shall notdirectly or indirectly, within the Trade Area (whether individually or as defined below) associate in any capacity as an owner, officerstockholder, member, director, partner, shareholder, member, lessee, lessor, agent, consultant consultant, employee, independent contractor or otherwise, or have any interest in of any corporation, partnership, joint venture proprietorship or limited liability companyother business organization or association, which engages in the new construction development or marketing of an upscale any computer software program that performs or upper-mid scale Hilton or Marriott hotel, as designated is intended to perform functions substantially similar to any of those performed by the Xxxxx Travel ResearchProducts at Closing or (ii) offer employment to, following or induce or attempt to induce any director, officer, employee, agent, or customer, supplier or lessor of BMC or its subsidiaries to terminate such position or relationship with BMC or its subsidiaries. Notwithstanding anything to the Closingcontrary contained herein, Seller and Xxx and their respective Affiliates shall not be prohibited from (x) making minority, passive investments in companies whose securities are publicly traded and that compete with Buyers or any of their assigns or (y) marketing computer software programs that perform or are intended to perform functions substantially similar to existing Enlighten and COS/MANAGER software products currently distributed by Seller. If Seller and Xxx acknowledge that this covenant not to compete is ancillary to the sale of certain assets of Seller s and Xxx s businesses from which Seller and Xxx will receive good and valuable financial consideration, is reasonably necessary to protect the Assets being acquired by Buyers and does not impose an undue or Principals fail to keep and perform every covenant of this Section 20unreasonable hardship upon Seller, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may haveOptionee or Xxx. If If, however, any portion of this Section 20 covenant is found by a court of competent jurisdiction to be unreasonable, Seller, Optionee and Xxx agree that the covenant shall be invalid or unenforceablereformed by the court whereby it is reasonable and, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activitiesas reformed, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and enforced by the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Propertycourt prospectively. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursueit is hereby agreed that any performance by Seller, which would Optionee or Xxx of their obligations required under this Agreement, including without limitation, all obligations under the Retained Distribution Agreements or Retained Licenses or under Section 9.05 hereof shall not be in violation considered a default of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent9.01. The parties hereto acknowledge agree that $750,000 of the restrictions in consideration payable to BMC is allocable to this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelcovenant.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing and for For a period of two three (23) years thereafterafter the Closing Date, they neither ABB nor the ABB Group shall, directly or indirectly, engage in the development, manufacture, marketing or sale of isostatic presses for pressures higher than 15,000 PSI for forming, densification or microbiological reduction in the territory in which Company as of the Closing Date conducts its business ("COMPETITIVE ACTIVITY"), (i) provided however, this restriction shall notnot preclude or prevent ABB or the ABB Group from completing existing projects for Company or for ABB Autoclave Systems, within Inc. or for doing further work for either entity as requested by either entity, and (ii) provided further, that this restriction shall not preclude ABB or the Trade Area (ABB Group from engaging in the marketing and sale of isostatic presses for pressures higher than 15,000 PSI where such marketing and sale is not a significant part of the industrial or full service project to be performed by ABB and/or the ABB Group, if ABB or the ABB Group, with respect to each such project, grants to Buyer a right of first offer to supply such isostatic presses related to such project. In the event ABB or the ABB Group declines to accept Buyer's offer, ABB or the ABB Group shall not purchase the isostatic presses from a third party on price and terms more favorable to such third party than was offered by Buyer. For example, if Buyer offers to sell such presses to ABB or the ABB Group for US$20,000,000 and ABB or the ABB Group declines such offer, ABB or the ABB Group may purchase such presses from a third party vendor for US$18,000,000 provided that the terms and conditions of such purchase are substantially similar to those offered by Buyer. Notwithstanding anything to the contrary contained herein, except as defined below) associate specifically provided in the foregoing sentence, ABB shall be in breach of this section if ABB engages in the Competitive Activity, either by itself or through any capacity as entity in which holds any direct or indirect interest, irrespective of whether such entity is an ownerAffiliate, including a partnership, a corporation, association or other entity of which it is a shareholder, director, officer, directorinvestor, partner, shareholdermanager, member, lessee, lessor, agent, consultant or otherwisein which it has a financial interest, or have as an employee of any interest in entity. However, this Section shall not prevent ABB from owning as a passive investment, up to 5% of a class of equity securities issued by any corporation, partnership, joint venture or limited liability publicly traded company, including a competitor of Company that is registered under the Securities Exchange Act of 1934 or subject to Section 15(d) of such Act or that is registered under the applicable securities laws which engages in govern the new construction operations of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by a national stock exchange. The parties agree that the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant terms of this Section 20, Buyer shall be entitled to specifically enforce noncompetition provision are necessary for the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius proper protection of the Propertybusiness of Buyer and that each and every restraint contained herein is reasonable. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in ABB acknowledges and agrees that any violation of this Section 20, Seller must seek consent from provision may have an immediate adverse and unfair effect on the business as conducted by Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except in the absence of such noncompetition provision. With respect to each and every breach or violation of this covenant by ABB or the ABB Group, whether directly or indirectly, ABB shall pay to Buyer a penalty of One Hundred Thousand US Dollars (US$100,000) and, if the breach continues longer than one (1) month, One Hundred Thousand US Dollars (US$100,000) for each month or partial month during which such breach continues. ABB or the inducement ABB Group may acquire an interest in a business division which engages in the Competitive Activity ("COMPETITIVE SEGMENT") as part of an overall acquisition of a business which does not, as its core business, engage in the Competitive Activity, provided that ABB and/or the ABB Group complies with the following procedures. Promptly upon the closing of the restrictions contained hereinacquisition, ABB and/or the ABB Group shall notify Buyer of the acquisition and grant Buyer a right of first offer to acquire the Competitive Segment and shall provide Buyer with such information as is actually available to ABB and as Buyer may reasonably request regarding the operations and financial condition of the Competitive Segment. The parties hereto further acknowledge that these restrictions are reasonable Buyer shall inform ABB or the ABB Group whether it wishes to purchase the Competitive Segment within sixty (60) days of such notice. If Buyer declines to purchase the Competitive Segment or Buyer and necessary means ABB or the ABB Group cannot agree to the terms of protecting Buyer’s legitimate business interests the purchase by Buyer within an additional sixty (60) day period, then ABB and/or the ABB Group shall within eighteen (18) months of the date of the closing of such acquisition of the Competitive Segment by ABB and/or the ABB Group divest itself of any interest in the Property and the HotelCompetitive Segment.

Noncompetition. In order to further induce Buyer to enter into this Agreement (a) Each of WLR and consummate Franklin, each on behalf of itself and its Affiliates, and Lear NAOC, on behalf of itself and Xxxx Corporation and its Subsidiaries, agrees that, as long as it is a Stockholder and, in the transactions contemplated hereundercase of Lear NAOC and WLR, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two one year thereafter (2) years thereafterthe "Non-Compete Period"), they shall notit will not at any time without the prior written consent of the Company, within the Trade Area (as defined below) associate directly or indirectly, in any capacity state, territory or possession of the United States of America, the United Mexican States or Canada in which the Business has material operations as of the Effective Date (the "Territory") form, acquire, finance, own an interest in, operate or control an enterprise which is directly competitive with the Business (a "Competing Business"). Nothing herein shall prohibit any Stockholder from (x) being a passive owner, officerdirectly or indirectly, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwiseof not more than 20% of the outstanding equity, or instruments convertible into 20% of the outstanding equity, of any Person that is a Competing Business which is publicly traded, so long as it does not have any interest in any corporation, partnership, joint venture or limited liability company, which engages an active participation in the new construction business of an upscale such Persons, or upper-mid scale Hilton or Marriott hotel, as designated by (y) managing investments in Competing Businesses for the Xxxxx Travel Research, following account of Persons who are not Affiliates. Notwithstanding anything to the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction contrary in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense respect to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that Lear NAOC the restrictions in this noncompetition agreement are essential Section 6.5 shall terminate upon a Change in Control with respect to Lear NAOC or on the first anniversary of Lear NAOC's ceasing to be a Minority Stockholder; provided, that in the case of a Change in Control with respect to Lear NAOC, Lear NAOC or its successor shall (a) cause its Board designees (as designated pursuant to Section 3.3(a) herein) and Observers to immediately resign from the Board and each Subsidiary Board, (b) cease to have any right to appoint any individual to fill such vacancies, (c) retain in strict confidence any Confidential Information that it has obtained as a member of the Board or any Subsidiary Board, as the case may be, and shall not use for any purpose whatsoever, or divulge, disseminate or disclose to any third party or Person involved in a Competing Business, any such Confidential Information, it being understood that the exceptions in clauses (ii)-(iv) of Section 6.2 shall no longer apply to Lear NAOC or its successor, and (d) no longer be entitled to receive any Confidential Information. Notwithstanding anything to the Buyer’s successful contrary in this Agreement, Lear NAOC shall be entitled to: (i) engage in sequencing activities in relation to a Competing Business, (ii) to generate annual gross revenues of up to $200,000,000 attributable to a Competing Business (as determined without regard to sequencing revenues), if such revenues are attributable to ancillary activities of Lear NAOC relating to Lear NAOC's core business operations, provided, that Lear NAOC shall first provide the Company the opportunity to bid for such ancillary activities and will award such activities to the Company if its bid is more competitive than the terms on which Lear NAOC is willing to provide such activities, and (iii) engage in activities related to the development, manufacture and/or sale of automotive seats or seat components, electrical distribution systems or components, or electronic systems or components. In addition, notwithstanding the above, in the event Lear NAOC directly or indirectly acquires all of or any portion of any Person, whether by merger, consolidation, purchase of assets or otherwise, this Section 6.5 shall not apply with respect to the continued operation of the Hotel and Buyer would not have entered into this Agreement except for business of such Person if (i) such Person, at the inducement time of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means acquisition, has annual gross revenue from a Competing Business equal to or less than $100,000,000, or (ii) such Person, at the time of protecting Buyer’s legitimate business interests the acquisition, has annual gross revenue from a Competing Business greater than $100,000,000 and, in the Property and case of clause (ii), Lear NAOC disposes of such Competing Business to a third party purchaser within 15 months after the Hotelacquisition thereof; provided that in each case Lear NAOC does not provide Confidential Information to any Person involved in such Competing Business.

Noncompetition. In order consideration of the purchase by the Buyer of the Common Stock and good will of the Company and of the mutual covenants provided for herein to further induce Buyer each Significant Seller (other than ARAMARK Organizational Services, Inc., successor by merger to enter into this Agreement ARAMARK Health & Education Services, Inc. ("Aramark")) and consummate each Individual Covenantor (collectively, the transactions contemplated hereunder"Covenantors"), except as otherwise agreed by the Buyer, each Significant Seller (other than Aramark) agrees to not engage and Principals agrees to cause Holdings and its Subsidiaries to not engage and each Individual Covenantor agrees to not engage (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whether as an owner, operator, manager, employee, officer, director, partnerconsultant, shareholderadvisor, memberrepresentative, lessee, lessor, agent, consultant or otherwise) directly or indirectly in the Military Line of Business during the Noncompete Period applicable thereto or in the Non-Military Line of Business during the Noncompete Period applicable thereto. Notwithstanding anything to the contrary herein, the provisions of this Section 12.1(a) and the provisions of Section 12.1(b) shall be subject to the following limitations: (i) such Sections shall not apply to any Affiliates of the Significant Sellers (other than Aramark and Holdings and its Subsidiaries and the Individual Covenantors); (ii) if Holdings or have its Subsidiaries are acquired by a third party, the provisions of such Sections shall not apply to such third party (but shall continue to apply to the acquired Persons); (iii) ownership of less than 5% of the outstanding stock of any publicly traded corporation shall not be deemed to be engaging solely by reason thereof in any of its businesses; and (iv) no Person shall be deemed to be in breach of such Sections solely as a result of owning a direct or indirect interest in any corporation, partnership, joint venture or limited liability company, which a business whose other owner engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotelactivities prohibited hereunder. The parties hereto agree that, as designated by if the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of set forth in this Section 20, Buyer shall be entitled 12 is determined to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such the parties agree that the court making the determination of invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 Agreement shall be construed enforceable as an agreement independent so modified after the expiration of any other provision of this Agreementthe time within which the judgment may be appealed. Notwithstanding anything herein to the contrary, the Sellers and their Affiliates and the existence Holdings and its Subsidiaries may continue to engage in or to pursue healthcare business operations in military penal facilities and in community hospitals where such business is, or is part of, the delivery of any claim correctional healthcare, behavioral or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelsubstance abuse treatment.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree agrees that from and after Closing and for a period of two five (25) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whatsoever in any business, whether as an a promoter, owner, officer, director, employee, partner, shareholder, member, lessee, lessor, lender, agent, consultant consultant, broker, commission salesman or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages engaged in the new construction operation of an upscale a motel or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail fails to keep and perform every covenant of this Section 2025, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 25 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 2025. If any court in which Buyer seeks to have the provisions of this Section 20 25 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 25 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 2025, “Trade Area” shall mean an area located within a 3-2 mile radius around the real estate boundaries of any of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consentHotels. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel Hotels and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the HotelHotels.

Noncompetition. In order to further induce Buyer Sellers recognize that Buyer's decision to enter into this Agreement is induced primarily because of the covenants and consummate assurances made by Sellers in this Agreement; that Sellers' covenant not to compete is necessary to ensure the transactions contemplated hereundercontinuation of the business and the reputation of Buyer; and that irrevocable harm and damage will be done to Buyer if Sellers compete with Buyer within certain specified areas. Therefore, Seller in consideration of the promises of Buyer in this Agreement, Sellers covenant and Principals (“Principals’) agree that from and after Closing during the term of the Management Services Agreement, and for a period of two one (21) years thereafteryear after the termination or expiration of the Management Services Agreement, they Sellers, through Medical Practice or individually, shall notnot directly or indirectly own, manage, operate, control, or be otherwise associated with, participate in the management or control of, be employed by, consult with, lend funds to, lend Sellers' Medical Practice's name to, receive any remuneration from or maintain any interest whatsoever in any enterprise having to do with the provision, distribution, marketing, promotion, or advertising of any type of management or administrative services or products in competition with the Buyer within a thirty (30) mile radius of any current or future facility from which Medical Practice provides Medical Services (the "Medical Practice Area") or (ii) offering any type of service(s) or product(s) similar to those offered by the Buyers, provided, however, that this Section 11.1 is not intended to limit the ability of the Sellers to practice orthopedic medicine within the Trade Area (as defined below) associate in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the ClosingMedical Practice Area. If any Seller or Principals fail to keep and perform every covenant shall breach any obligation of this Section 20Section, in addition to any other remedies available under this Agreement, at law or in equity, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time Agreement by injunctive relief and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision by specific performance of this Agreement, and such relief to be without the existence necessity of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyerposting a bond, whether predicated on this Agreement cash or otherwise, shall not constitute . Sellers acknowledge the damages that would result from a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from 11 would be One Hundred Thousand Dollars ($100,000.00) per breaching Seller. The breaching Seller(s) shall pay to Buyer in writing, and cash this amount within thirty (30) days after Buyer will not unreasonably withhold consent. The parties hereto acknowledge that notifies the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation breaching Seller(s) of the Hotel and Buyer would not have entered into breach of this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the HotelSection 11 or after a final binding judgement.

Noncompetition. (a) Except as expressly provided for in the MaxyAg License Agreement, neither Maxygen nor any of its Affiliates shall, during the period commencing on the Closing Date and ending on the seventh anniversary of the Closing Date, directly or indirectly engage in activities within the MaxyAg Field, as that term is defined in the MaxyAg License Agreement, or authorize any third party to directly or, to Maxygen’s knowledge, indirectly engage in activities within the MaxyAg Field, anywhere in the world. The foregoing restriction shall include, without limitation, a prohibition from (1) any investment of cash or other property or loan in an entity with a Significant Agricultural Business, and (2) entering into any spin-off transaction, acquisition (except as provided below), joint venture, strategic alliance, license, cross license or other similar business arrangement in the MaxyAg Field. In order the event that Maxygen is acquired (whether through (i) sale of substantially all of its assets, or (ii) merger, sale of stock or otherwise pursuant to further induce Buyer which the stockholders of Maxygen immediately prior to enter into such transaction hold less than a majority of the voting securities of the surviving or acquiring corporation after such transaction), the restrictions set forth in this Agreement and consummate section shall continue to apply to Maxygen, but shall not apply to the acquiring entity. In the event that Maxygen acquires all or any portion of another entity that has an Insignificant Agriculture Business, the restrictions set forth in this section shall continue to apply to Maxygen, but shall not apply to the acquired entity. Nothing in this Section 6.8 shall be construed to expand or limit the rights acquired or licensed to the Surviving Corporation or Pioneer in connection with the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For the purposes of this Section 206.8 an entity has a “Significant Agriculture Business” if at least 30% of its business activities (based on headcount, “Trade Area” shall mean an area located within a 3-mile radius of revenue, expenses or income) is devoted to agricultural businesses. For the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation purposes of this Section 20, Seller must seek consent from Buyer 6.8 an entity has an “Insignificant Agriculture Business” if it is engaged in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would agriculture business but does not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotela Significant Agricultural Business.

Noncompetition. In order to further induce Buyer As an inducement for Parent to enter into this the Merger -------------- Agreement and consummate as additional consideration for the transactions contemplated consideration to be paid hereunder, Seller the adequacy and Principals sufficiency of which is hereby acknowledged by the parties hereto, the Stockholder agrees that during the Noncompetition Period (“Principals’) agree that from and after Closing and for a period of two (2) years thereafteras hereinafter defined), they shall the Stockholder will not, for any reason, directly or indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend the Stockholder's name or any similar name to, lend the Stockholder's credit to, or render services or advice to, any business whose products, product development, sales, services or other activities compete in any respect with the products, product development, sales, services or other activities of or offered by Company or the Parent, as such existed at or could be reasonably anticipated at, or before the Closing Date (the "Restricted Business"), in any county of any state of the United States of America, and any other states or international jurisdictions throughout the world at any time within the Trade Area Noncompetition Period (as defined belowhereinafter defined); provided, however, that the Stockholder may purchase or otherwise acquire up to (but not more than) associate one percent (1%) of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any capacity national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as an owneramended. The Stockholder agrees that this covenant is reasonable with respect to its duration, officergeographical area, director, partner, shareholder, member, lessee, lessor, agent, consultant and scope. In the event that any court determines that the duration or otherwisethe geographic areas provided for in this Section 4, or have any interest in any corporationboth of them, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid are illegal or unenforceable, the parties intend that such invalidity or unenforceability court shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time limit such duration or geographic area hereinabove specified are too broad, scope to the minimum extent necessary so that such court may determine a reasonable activity, time or geographic area covenant shall remain in full force and shall specifically enforce this Section effect for such activity, the greatest duration of time and geographic area. The covenants on in the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall greatest geographical area that would not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consentrender it unenforceable. The parties hereto acknowledge further intend that the restrictions in this noncompetition agreement are essential covenant shall be deemed to the Buyer’s successful operation be a series of separate covenants, one for each and every state or other political subdivision of the Hotel United States and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests any other country in the Property world where this covenant is intended to be effective. As used herein, the "Noncompetition Period" shall commence upon the Closing Date and end two and one-half years after the HotelClosing Date.

Noncompetition. In order to further induce Buyer to enter into this Agreement (a) Seller shall not, and consummate the transactions contemplated hereundershall not permit Affiliates controlled by it, Seller and Principals (“Principals’) agree that from and after the Closing and for until the seventh anniversary (subject to Section 6.7 of the Other Agreement relating to the sale of the stock of the Mexican Companies (the "Mexican SPA")) of the Closing Date to engage, whether or not such engagement shall be as a period of two (2) years thereafterpartner, they shall notstockholder, within the Trade Area (as defined below) associate Affiliate or other participant, in any capacity as an ownerCompetitive Business. Seller hereby agrees that in connection with a sale of all or a substantial portion of the assets or capital stock of any subsidiary, officerAffiliate or division of MagneTek that is, directorprior to such divestiture, partnerengaged in a Competitive Business, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest Seller will cause the purchaser in any corporation, partnership, joint venture or limited liability company, which engages in such transaction to agree to the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant terms of this Section 205.3; provided, however that, the foregoing shall not apply to the extent that such purchaser of such entity has for at least six months prior to the date of the closing of such transaction, been engaged in the ballast business in North America. Seller hereby agrees to give notice of any such sale to Buyer reasonably promptly after consummation thereof. As used herein, "Competitive Business" shall be entitled mean the design, development, manufacture, sale, and distribution of magnetic and electronic ballasts (a) for specific types of applications currently served by the Division, including but not limited to specifically enforce applications for use in fluorescent, compact fluorescent, high intensity discharge (HID), sign and neon lighting products and specialty ballasts for indoor tanning and transportation applications for use in buses and subway trains and (b) for future applications in commercial building, residential building and industrial building lighting fixtures in any city or county in any state of the same by injunction United States or anywhere in equity North America. Anything in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable5.3 to the contrary notwithstanding, such invalidity or unenforceability shall in no way be deemed or construed to affect in the acquisition by any way the enforceability Seller of any other portion Person, less than 10% of this Section 20. If any court the gross revenues of which are derived in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwiseCompetitive Business, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes breach of this Section 205.3 if such Competitive Business of such Person is sold or otherwise disposed of or discontinued within the year following such acquisition. In addition, “Trade Area” nothing in this Agreement shall mean an area located within prohibit Seller from acquiring no more than 2%, in the case of a 3-mile radius privately held Person, and no more than 5%, in case of a Person whose securities are actively traded in any securities market worldwide, of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be securities of any class of a Person engaged in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotela Competitive Business.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing and for For a period of two three (23) years thereafterfollowing the Termination Date, they shall not, within the Trade Area Executive will not engage (as defined below) associate in any capacity whether as an owner, operator, manager, employee, officer, director, partnerconsultant, shareholderadvisor, memberrepresentative, lessee, lessor, agent, consultant or otherwise, or have any interest ) directly in any corporationbusiness that commercially manufactures, partnershipsells or markets products that have substantially the same functional attributes of the products of the business of designing, joint venture or limited liability companymanufacturing and selling proprietary radio frequency power amplifiers, which engages filters, tower mounted amplifiers and network enhancement products and services (the “Business”). The parties hereto agree that the covenants set forth in the new construction of an upscale or upper-mid scale Hilton or Marriott hotelthis Section 13 are reasonable with respect to their duration, as designated by the Xxxxx Travel Researchgeographical area, following the Closingand scope. If Seller the final judgment of a court of competent jurisdiction declares that any term or Principals fail to keep and perform every covenant provision of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be 13 is invalid or unenforceable, such the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. The covenants contained in no way this Section 13 shall be construed as a series of separate covenants, one for each county, city and state of any geographic area where any Business is carried on by the Company or its successors and assigns. Except for geographic coverage, each such separate covenant shall be deemed or construed identical in terms to affect the covenants contained in this Section 13. If, in any way judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or portions thereof) shall be eliminated from this Agreement to the enforceability of any other portion of this Section 20extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. If any court in which Buyer seeks to have In the event that the provisions of this Section 20 specifically enforced determines 13 are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable laws. Executive shall give written notice to the Company of any proposed activity that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area might be prohibited by this Section and shall specifically enforce this Section for describe the proposed activity in reasonable detail in such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelnotice.

Noncompetition. In order to further induce Buyer to enter into The Company agrees that for the period commencing on the Closing Date and terminating five (5) years from the Closing Date, it will not directly or indirectly (A) engage in the business of manufacturing, marketing, selling or distributing products of the kind manufactured, sold or distributed by the Business on the date of this Agreement and consummate anywhere in the transactions contemplated hereunderworld; (B) solicit the employment of or hire any person while such person is in the employ of the Buyer; or (C) induce or attempt to induce any individual, Seller and Principals (“Principals’) agree business, corporation, firm, partnership or other business entity that from and after Closing and for is a period customer of two (2) years thereafter, they shall not, within supplier to the Trade Area (as defined below) associate in Buyer or any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant distributor or otherwiseseller of products of the Buyer, or have that otherwise is a contracting party with the Buyer, to terminate or otherwise adversely change or to cancel any interest in written or oral agreement with the Buyer; PROVIDED, that if the Company shall breach any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 2011.9, Buyer the periods specified in this Section 11.9 shall be entitled extended by the number of days during which the Company is in breach of such covenant. The Company acknowledges that the periods of restriction, the geographical areas of restriction and the restraints imposed by the provisions of this Section 11.9 and Section 11.8 are fair and reasonably required for the protection of the Buyer. In the event that any of the provisions of this Section 11.9 relating to specifically enforce the same geographic areas of restriction or the periods of restriction shall be deemed to exceed the maximum area or period of time which a court of competent jurisdiction would deem enforceable, the geographic areas and times shall, for the purposes of this Agreement, be deemed to be the maximum areas or time periods which a court of competent jurisdiction would deem valid and enforceable in any state in which such court of competent jurisdiction shall be convened. The Company agrees that any violation of the covenants contained in this Section 11.9 and Section 11.8 is likely to cause irreparable damage to the Buyer and may, as a matter of course, be restrained by injunction in equity process issued out of a court of competent jurisdiction, in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action provided by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotellaw.

Noncompetition. In order Subject to further induce Buyer the Closing, and as an inducement to enter into Licensee to execute this Agreement and consummate complete the transactions contemplated hereunderhereby, Seller in order to preserve the goodwill associated with the Trade Rights of Licensor being licensed pursuant to this Agreement, Licensor hereby covenants and Principals (“Principals’) agree agrees that from and after Closing and for a period of two (2) years thereafterfrom the Closing Date, they shall it will not, within directly or indirectly, organize, sponsor, provide investment advisory service to or otherwise assist any Mutual Fund which has or proposes to have investment policies or uses or proposes to use investment strategies substantially similar to those of the O'Shaughnessy Funds; provided, however, that the foregoing provisionx xxxxx xxx xe construed to preclude Licensor from continuing to render services and investment advice in accordance with Licensor's past practices in connection with unit investment trusts sponsored by affiliates of Merrill Lynch Pierce Fenner & Smith, Inc. and Nike Securities, respexxxxxxx. Xxx xxxxxxx xxxxxxledxx xxat Licensor is the investment sub-advisor to three investment companies formed in 1997 by Royal Bank of Canada which employ computer-based stock-selection techniques similar to the Trade Area (Rights and that, while Licensor does not believe that the sponsor of such funds has any intention to offer them in the United States, Licensor does not exercise any control over the territory in which such investment companies may be offered. Except as defined below) associate otherwise expressly set forth in this Agreement, nothing contained herein shall be construed to preclude Licensor from soliciting the holder of any Segregated Account as a client of Licensor's Internet-based business or in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in other lawful manner. In the new construction event a court of an upscale or upper-mid scale Hilton or Marriott hotel, as designated by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have competent jurisdiction determines that the provisions of this Section 20 specifically enforced determines covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this covenant not to compete shall be construed so that the activitiesremaining provisions shall not be affected, time or geographic area hereinabove specified are too broadbut shall remain in full force and effect, and any such court may determine a reasonable activityoverbroad provisions shall be deemed, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants without further action on the part of Seller and Principals under this Section 20 shall any person, to be construed as an agreement independent of any other provision of this Agreementmodified, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyeramended and/or limited, whether predicated on this Agreement or otherwise, shall not constitute a defense but only to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of extent necessary to render the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be same valid and enforceable in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelsuch jurisdiction.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate Seller hereby covenants that at all times from the transactions contemplated hereunderClosing Date until the fifth (5th) anniversary of the Closing Date, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter, they its Affiliates shall not, within the Trade Area directly or indirectly, except as a member, consultant, or contractor to or of Buyer (as defined below) associate or any Affiliate of Buyer), own, lease, manage, operate, control, or participate in any capacity as an ownermanner with the ownership, officerleasing, directormanagement, partner, shareholder, member, lessee, lessor, agent, consultant or otherwiseoperation, or have control of any interest business that offers services in competition with the Hospital Businesses, including but not limited to any corporationacute care hospital, partnershipspecialty hospital, joint venture rehabilitation facility, diagnostic imaging center, inpatient or limited liability companyoutpatient psychiatric or substance abuse facility, ambulatory or other type of surgery center, nursing home, skilled nursing facility, home health or hospice agency, or physician clinic or physician medical practice, within a thirty (30) mile radius of the Hospital (the “Restricted Area”), without Buyer’s prior written consent (which engages Buyer may withhold in its sole and absolute discretion); provided, however, that (i) Seller and its Affiliates will not be precluded from participating in the new construction following activities that promote health care services for residents of an upscale the communities historically served by Seller and its Affiliates through the Hospital: development, ownership, and operation of indigent or upper-mid scale Hilton charity care clinics and services; preventative care programs and services and educational programs; health screening services; child care services; and other similar services or Marriott hotelprograms intended to better serve the health care needs of the community’s indigent population in the Restricted Area that are not directly competitive with services provided by Buyer, as designated by and (ii) Seller and its Affiliates will not be precluded from participating in activities that are otherwise described in Schedule 6.03 of this Agreement. In the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant event of a breach of this Section 206.03, Seller recognizes that monetary damages shall be inadequate to compensate Buyer, and Buyer shall be entitled entitled, without the posting of a bond or similar security, to specifically enforce an injunction restraining such breach, with the same costs (including attorneys’ fees) of securing such injunction to be borne by injunction in equity in addition to Seller. Nothing contained herein shall be construed as prohibiting Buyer from pursuing any other remedies which Buyer may haveremedy available to it for such breach or threatened breach. If any portion All parties hereto hereby acknowledge the necessity of this Section 20 shall be invalid or unenforceable, protection against the competition of Seller and its Affiliates and that the nature and scope of such invalidity or unenforceability shall in no way be deemed or construed to affect in any way protection has been carefully considered by the enforceability of any other portion of this Section 20parties. If any court in which Buyer seeks to have Seller further acknowledges and agrees that the covenants and provisions of this Section 20 specifically enforced 6.03 form part of the consideration under this Agreement and are among the inducements for Buyer entering into and consummating the transactions contemplated herein. The period provided and the area covered are expressly represented and agreed to be fair, reasonable, and necessary. The consideration provided for herein is deemed to be sufficient and adequate to compensate for agreeing to the restrictions contained in this Section 6.03. If, however, any court determines that the activities, time or geographic area hereinabove specified foregoing restrictions are too broadnot reasonable, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 restrictions shall be construed modified, rewritten, or interpreted to include as an agreement independent much of any other provision of this Agreement, their nature and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer scope as will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelrender them enforceable.

Noncompetition. In Employee acknowledges that, in addition to her access to and possession of Confidential Information, during the Term she will acquire valuable experience and special training regarding LifeCare’s business and that the knowledge, experience, and training she will acquire would enable her to injure LifeCare if she were to engage in any business that is competitive with the business of LifeCare. Therefore, Employee shall not, at any time during the Term and for the eighteen (18) consecutive months immediately after the Termination Date, directly or indirectly (as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, or manager or in any other individual or representative capacity), engage, invest, or participate in: (i) any long-term acute care hospital business that is in direct competition with the business of LifeCare within a thirty (30) mile radius of any long-term acute care hospital facility operated by LifeCare or its affiliates, subsidiaries or operating entities; or (ii) within 30 miles of any other healthcare business operated by LifeCare at the time of Employee’s Termination Date. (Employee shall not be prohibited, however, from owning, as a passive investor, less than five percent of the publicly traded stock of any corporation engaged in a business competitive with that of LifeCare). Employee represents that the enforcement of the restriction in this Article 7 would not be unduly burdensome to Employee and that, in order to further induce Buyer LifeCare to enter into this Agreement (which contains various benefits to Employee and consummate obligations of LifeCare with respect to Employee’s employment), Employee is willing and able to compete after the transactions contemplated hereunder, Seller and Principals (“Principals’) agree that from and after Closing and for a period of two (2) years thereafter, they shall not, within the Trade Area (as defined below) associate Termination Date in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages in the new construction of an upscale or upper-mid scale Hilton or Marriott hotel, as designated other geographical areas not prohibited by the Xxxxx Travel Research, following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic areaArticle 7. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge Parties agree that the restrictions in this noncompetition agreement Article 7 regarding scope of activity, duration, and geographic area are essential reasonable; however, if any court should determine that any of those restrictions is unenforceable, that restriction shall not thereby be terminated, but shall be deemed amended to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelextent required to render it enforceable.

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate No Seller nor any Affiliate of any Seller (including, without limitation, ****, will engage, directly or indirectly, in the transactions contemplated hereunderoperation of, Seller and Principals or own or have any interest of any kind, in any convenience store or gasoline retail business (“Principals’i) agree that from and after Closing and for a period of two (2) **** years thereafter, they shall not, within from and after the Trade Area (as defined below) associate in any capacity as an owner, officer, director, partner, shareholder, member, lessee, lessor, agent, consultant or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages Closing in the area within a **** mile radius of any convenience store operated by Purchaser or any Affiliate of Purchaser located in North Carolina or South Carolina and (ii) for a period of **** years from and after the Closing in the area within a **** mile radius of any Store; provided, that (A) if the two geographic areas referred to in clauses (i) and (ii) overlap, the noncompetition provisions in clause (ii) shall apply; (B) the Lennon Oil Company may continue to deliver oil and other petroleum products to unaffiliated third party-owned convenience stores located in Scotland and Xxxxxxx Counties, North Carolina, in accordance with its past practice and in the same manner as heretofore conducted, and (C) with respect to the terms of noncompetition set forth in clause (i) above, such terms shall apply (for the remaining portion of the **** period commencing on the Closing Date) to any such **** mile geographic area if the Purchaser or any Affiliate of the Purchaser receives a building permit for a new construction of an upscale or upper-mid scale Hilton or Marriott hotelconvenience store after the Closing Date, as designated by the Xxxxx Travel Research, following the Closing. If but before any Seller or Principals fail Affiliate of any Seller receives a building permit for a new convenience store within such **** mile radius-area. Sellers hereby acknowledge that the geographic areas and the time periods referred to keep in clauses (i) and perform every covenant (ii) of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a 11.2 constitute reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense protection to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity Purchaser for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consentpreserving its rights hereunder. The parties hereto acknowledge that intend the restrictions geographic areas in clauses (i) and (ii) above to be completely severable and independent, and any invalidity or unenforceability of this noncompetition agreement are essential Agreement with respect to the Buyer’s successful operation any one such area shall not render this Agreement unenforceable as applied to any one or more of the Hotel and Buyer would not other areas. *Selected portions have entered into this Agreement except for the inducement been deleted as confidential pursuant to Rule 24b-2. Complete copies of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable entire exhibit have been filed separately with the Securities and necessary means of protecting Buyer’s legitimate business interests in the Property Exchange Commission and the Hotelmarked "CONFIDENTIAL TREATMENT."

Noncompetition. In order to further induce Buyer to enter into this Agreement and consummate the transactions contemplated hereunder, Seller Seller, Chartwell and the Principals (“Principals’) agree that from and after Closing and for a period of two five (25) years thereafter, they shall not, within the Trade Area (as defined below) associate in any capacity whatsoever in any business, whether as an a promoter, owner, officer, director, employee, partner, shareholder, member, lessee, lessor, lender, agent, consultant consultant, broker, commission salesman or otherwise, or have any interest in any corporation, partnership, joint venture or limited liability company, which engages engage in the new construction operation of an upscale a motel or upper-mid scale Hilton hotel or Marriott hotelany related business of a type competitive, directly or indirectly, with the business of Seller as designated conducted by the Xxxxx Travel Research, Buyer following the Closing. If Seller or Principals fail to keep and perform every covenant of this Section 20, Buyer shall be entitled to specifically enforce the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks to have the provisions of this Section 20 specifically enforced determines that the activities, time or geographic area hereinabove specified are too broad, such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of said covenants. For purposes of this Section 20, “Trade Area” shall mean an all of Clermont, Florida and any area located within a 3-mile radius 5 miles of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consentHotel. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotel. Seller shall cause Chartwell and the Principals to execute a letter agreeing to the provisions of this Section 20 to be delivered to Buyer within 10 days of the Effective Date.

Noncompetition. In order to further induce Buyer to enter into this Agreement For so long as the Executive receives Severance Payments, the Executive hereby covenants and consummate agrees that the transactions contemplated hereunderExecutive (and any person or entity controlled by, Seller and Principals (“Principals’under common control with or controlling the Executive) agree that from and after Closing and for a period of two (2) years thereafter, they shall will not, within without the Trade Area prior written consent of the Company (as defined belowwhich consent shall not unreasonably be withheld, conditioned or delayed) associate in any capacity directly or indirectly be associated as an owner, officer, director, partner, director or greater than 5% shareholder, memberemployee, lesseeconsultant, lessor, agent, consultant agent or otherwise, representative to or have with any interest in any corporation, partnership, joint venture person or limited liability company, which engages entity engaged in the new construction casino or gaming business in an area within a 100-mile radius of an upscale or upper-mid scale Hilton or Marriott hotel, as designated any existing casino owned on the Termination Date by the Xxxxx Travel Research, following Company. The Executive agrees that if he commits or threatens to commit a breach of any of the Closing. If Seller or Principals fail to keep and perform every covenant provisions of this Section 206, Buyer the Company shall be entitled to specifically enforce have the same by injunction in equity in addition to any other remedies which Buyer may have. If any portion of this Section 20 shall be invalid or unenforceable, such invalidity or unenforceability shall in no way be deemed or construed to affect in any way the enforceability of any other portion of this Section 20. If any court in which Buyer seeks right and remedy to have the provisions of this Section 20 6 specifically enforced determines by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause immediate irreparable injury to the Company and that money damages will not provide an adequate remedy at law for any such breach or threatened breach, PROVIDED HOWEVER, that the activitiesCompany shall first submit written notice to the Executive that it intends to invoke its rights as set forth in this Section 6 and the Executive shall have 20 days in which to cure his breach or threatened breach. Such right and remedy shall be in addition to, time and not in lieu of, any other rights and remedies available to the Company at law or in equity. If any of the provisions of, or covenants contained in, this Section 6 are hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other jurisdiction, which shall be given full effect, without regard to the invalid portions or the unenforceability in such other jurisdiction, the parties agree that the court making such determination shall have the power to reduce the duration and/or geographic area hereinabove specified are too broadscope of such provision or covenants and, in its reduced form, said provision or covenant shall be enforceable; provided, however, that the determination of such court may determine a reasonable activity, time or geographic area and shall specifically enforce this Section for such activity, time and geographic area. The covenants on the part of Seller and Principals under this Section 20 shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by Seller or Principals against Buyer or any corporation affiliated with Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to affect the enforcement by Buyer of said covenants. For purposes enforceability of this Section 20, “Trade Area” shall mean an area located within a 3-mile radius of the Property. Notwithstanding the foregoing, if an opportunity for new development exists which Seller would like to pursue, which would be 6 in violation of this Section 20, Seller must seek consent from Buyer in writing, and Buyer will not unreasonably withhold consent. The parties hereto acknowledge that the restrictions in this noncompetition agreement are essential to the Buyer’s successful operation of the Hotel and Buyer would not have entered into this Agreement except for the inducement of the restrictions contained herein. The parties hereto further acknowledge that these restrictions are reasonable and necessary means of protecting Buyer’s legitimate business interests in the Property and the Hotelany other jurisdiction.