Common use of Agreements Not to Compete Clause in Contracts

Agreements Not to Compete. (a) Each Selling Party, jointly and severally with the other Selling Party, agrees that, in consideration of the purchase by the Buyer hereunder, neither it nor any of its Subsidiaries or Affiliates shall, on or prior to the date which is four (4) years after the Closing Date, directly or indirectly, install, begin to install, or assist others in installing any oriented polypropylene films production equipment; provided, -------- however, that the foregoing provisions of this clause shall not be ------- construed to prevent: (i) the Parent, a Subsidiary of the Parent or any other Affiliate of the Parent from engaging in any business in competition with the Business as a result of an acquisition of the assets or business of another Person if no more than 10% of the revenues of such assets or business are derived from business competing with the Business, and if the revenues of such assets or business derived from business competing with the Business constitute less than 10% of the revenues of the Buyer, determined in each case for each of the three fiscal years most recently ended after giving effect on a pro forma basis to any acquisitions or dispositions of businesses or assets; or (ii) any Person who is not an Affiliate of the Parent that acquires the Parent, an Affiliate of the Parent, or a Subsidiary of the Parent from engaging in any business in competition with the Business, provided that no person who ever had any -------- managerial responsibilities in connection with the conduct of the Business shall be employed by, a consultant to or affiliated with such acquiror. (b) Each Selling Party, jointly and severally with the other Selling Party, agrees that, in consideration of the purchase by the Buyer hereunder, neither it nor any of its Subsidiaries or Affiliates shall, on or prior to the date which is two (2) years after the Closing Date, directly or indirectly, run, own, manage, operate, control, be employed by, provide consulting services to, be an officer or director of, participate in, lend its name to, invest in or be connected in any manner with the management, ownership, operation or control of any business, venture or activity which is engaged in the oriented polypropylene films business (including parts and accessories therefor), except for conducting its slitting and shipping operations as contemplated by (S) 5.10; provided, -------- however, that the foregoing provisions of this clause (a) shall not apply ------- to: (i) any business other than the Business in which the Parent or any of its Subsidiaries or Affiliates other than the Seller was engaged on December 31, 2000, and any other businesses other than the Business reasonably related thereto; (ii) prohibit the Parent, an Affiliate of the Parent, or a Subsidiary of the Parent from engaging in any business in competition with the Business as a result of an acquisition of the assets or business of another Person if no more than 10% of the revenues of such assets or business are derived from business competing with the Business, and if the revenues of such assets or business derived from business competing with the Business constitute less than 10% of the revenues of the Buyer, determined in each case for each of the three fiscal years most recently ended after giving effect on a pro forma basis to any acquisitions or dispositions of businesses or assets; or (iii) to prevent any Person who is not an Affiliate of the Parent that acquires the Parent, an Affiliate of the Parent, or a Subsidiary of the Parent from engaging in any business in competition with the Business, provided that no person who ever had any -------- managerial responsibilities in connection with the conduct of the Business shall be employed by, a consultant to or affiliated with such acquiror.

Agreements Not to Compete. (a) Each Selling Party, jointly Seller’s Restrictive Covenant. In order that Purchaser may have and severally with enjoy the other Selling Party, agrees that, in consideration full benefit of the purchase by the Buyer hereunderBusiness, neither Seller hereby agrees that it will not, nor will any of its Subsidiaries or Affiliates shall, on or prior to the date which is four (4) years after the Closing Dateaffiliates, directly or indirectly, install, begin to install, anywhere in any market in the World engage in the manufacture or assist others in installing any oriented polypropylene films production equipmentsale of the high purity process chemicals set forth on Attachment B for a period of five years from the Closing Date; provided, -------- however, that, notwithstanding the foregoing, Seller or any of its affiliates may engage in such business or activities through any company (or business thereof) that acquires or is acquired by Seller or any of its affiliates after the foregoing provisions date of this clause shall not be ------- construed Agreement if such company was already engaged in such business at the time of such acquisition, and the revenues of such company attributable to prevent: (i) the Parent, a Subsidiary that portion of the Parent company engaged in such business during the twelve (12) months preceding the transaction with Seller or any other Affiliate of its affiliates did not exceed twenty percent (20%) of the Parent aggregate revenues of (x) such company during such period, in the case of a company that acquires Seller or any of its affiliates, or (y) all of the businesses or operations acquired by Seller or any of its affiliates from engaging such company during such period, in the case of an acquisition by Seller or any business in competition with the Business of its affiliates. This Section 5.10(a) shall be deemed not to be breached as a result of an the consummation of any acquisition or business combination involving Seller or any of its affiliates if, following such transaction, either (i) Seller’s public shareholders shall not have a majority of the assets or business of another Person if no more than 10% aggregate voting securities of the revenues of surviving corporation in such assets or business are derived from business competing with the Business, and if the revenues of such assets or business derived from business competing with the Business constitute less than 10% of the revenues of the Buyer, determined in each case for each of the three fiscal years most recently ended after giving effect on a pro forma basis to any acquisitions or dispositions of businesses or assets; acquisition or (ii) any Person who is not an Affiliate Seller shall divest itself, within eighteen (18) months after successful consummation of such transaction, of the Parent business or assets that acquires the Parent, an Affiliate of the Parent, or a Subsidiary of the Parent from engaging in any business in competition with the Business, provided violate this Section 5.10. Seller agrees that no person who ever had any -------- managerial responsibilities in connection with the conduct of the Business shall be employed by, a consultant to or affiliated with such acquiror. (b) Each Selling Party, jointly and severally with the other Selling Party, agrees that, in consideration of the purchase by the Buyer hereunder, neither it nor any of its Subsidiaries or Affiliates shall, on or prior this restrictive covenant is ancillary to the date which is two (2) years after the Closing Dateotherwise enforceable promises contained in this Agreement, directly or indirectly, run, own, manage, operate, control, be employed by, including Purchaser’s promise to provide consulting services to, be an officer or director of, participate in, lend its name to, invest in or be connected in any manner Seller with the management, ownership, operation or control of any business, venture or activity which is engaged in the oriented polypropylene films access to confidential business (including parts information pursuant to this Agreement and accessories therefor), except for conducting its slitting and shipping operations as contemplated by (S) 5.10; provided, -------- however, that the foregoing provisions of this clause (a) shall Seller’s return promise not apply ------- to: (i) any business other than the Business in which the Parent or any of its Subsidiaries or Affiliates other than the Seller was engaged on December 31, 2000, and any other businesses other than the Business reasonably related thereto; (ii) prohibit the Parent, an Affiliate of the Parent, or a Subsidiary of the Parent from engaging in any business in competition with the Business as a result of an acquisition of the assets or business of another Person if no more than 10% of the revenues of to disclose such assets or business are derived from business competing with the Business, and if the revenues of such assets or business derived from business competing with the Business constitute less than 10% of the revenues of the Buyer, determined in each case for each of the three fiscal years most recently ended after giving effect on a pro forma basis to any acquisitions or dispositions of businesses or assets; or (iii) to prevent any Person who is not an Affiliate of the Parent that acquires the Parent, an Affiliate of the Parent, or a Subsidiary of the Parent from engaging in any business in competition with the Business, provided that no person who ever had any -------- managerial responsibilities in connection with the conduct of the Business shall be employed by, a consultant to or affiliated with such acquirorinformation.