publicly traded, so long as the Seller Party has no active participation or involvement in the management of the business of such entity.
(b)Non-Solicitation. During a period of twenty-four (24) months following the Closing Date, no Seller Party shall (i) solicit, induce, recruit, or encourage any individuals who were employees of or independent contractors to Purchaser or its Affiliates as of the Closing Date to terminate their relationship with Purchaser or its Affiliates or hire any such individuals who are employees, consultants, or independent contractors, (ii) intentionally interfere with, subvert, disrupt or adversely alter the relationship between Purchaser and its Affiliates and any of their respective clients, customers, contractors, vendors, suppliers, licensors, or licensees, or (iii) attempt to do any of the foregoing, either for the Seller Party’s own purposes or for any other Person; provided, however, that the foregoing restrictions shall not apply with respect to any employees or independent contractors of the Purchaser or its Affiliates whose employment or contractor relationship with the Purchaser or its Affiliate has been terminated (A) for at least 90 days, if terminated by the Purchaser or its Affiliate or (B) for at least twelve (12) months, if terminated by the employee or independent contractor. For the avoidance of doubt, a public announcement of a job opening not targeted at a specific individual shall not be considered a violation of the foregoing clauses (i) or (iii).
(c)Confidentiality. During the Non-Compete Period, each Seller Party shall, and shall use commercially reasonable efforts to cause its employees, officers, directors, attorneys, representatives, and agents to, hold in confidence any and all information, whether written or oral, concerning the Company that the Company had maintained as confidential prior to the Closing and that a reasonable person would view as confidential, except to the extent that such information (i) was or becomes known by the public through no fault of such Seller Party or (ii) is lawfully acquired by such Seller Party from and after the Closing from sources that, to such Seller Party’s knowledge, are not prohibited from disclosing such information by a legal, contractual, or fiduciary obligation. If a Seller Party is compelled to disclose any information by judicial or administrative process or by other Legal Requirements, such Seller Party shall promptly notify the Purchaser in writing and use commercially reasonable efforts to cooperate with the Purchaser to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.
(d)Reasonableness of Covenants. Each Seller Party has carefully considered the nature and extent of the restrictions placed upon it by this Section 4.7 and hereby acknowledges and agrees that the same are reasonable in time, scope and territory, do not confer a benefit upon the Purchaser or any of its Affiliates disproportionate to the detriment of the Seller Parties, are reasonable and necessary for the protection of the Purchaser and its Affiliates, and are an essential inducement to the Purchaser to consummate the transactions contemplated by this Agreement.
(e)Severability of Covenants. The covenants in this Section 4.7 are severable and separate, and the unenforceability of any specific covenant in this Section 4.7 is not intended by any party to, and will not, affect the provisions of any other covenant in this Section 4.7. If any court of competent jurisdiction determines that the scope, time or territorial restrictions set forth in this Section 4.7 are unreasonable as applied to a Seller Party, the parties acknowledge their mutual intention and agreement that those restrictions be enforced to the fullest extent the court deems reasonable and thereby will be reformed to that extent as applied to such Seller Party.
(f)Specific Performance. Each Seller Party covenants and agrees that it will not seek to challenge the enforceability of the covenants contained in this Section 4.7 against the Purchaser or any of its Affiliates, nor will it assert as a defense to any action seeking enforcement of the provisions contained in this Section 4.7 (including an action seeking injunctive relief) that such provisions are not
[*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.