Common use of NONSOLICITATION; NONINTERFERENCE Clause in Contracts

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for one year thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries to leave such employment or to accept employment with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their joint venturers; provided, however, that this Section 9(c)(ii) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for a period of one (1) year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its affiliates to purchase goods or services then sold by the Company or any of its affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Employee’s employment with the Company and for a period of one (1) year thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent (provided that this restriction shall not apply to professional service firms), or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any of their respective vendors, joint venturers; provided, howeverlicensors or tenants. An employee, that representative or agent shall be deemed covered by this Section 9(c)(ii10(c)(ii) while so employed or retained and for a period of six (6) months thereafter. (iii) Notwithstanding the foregoing, the provisions of this Section 10(c) shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at Company-related persons or entities or hiring a respondent to such advertising or solicitation, (B) the Employee serving as a reference, upon request, for any such employee of the CompanyCompany or any of its affiliates so long as such reference is not for an entity that is employing or retaining the Employee, or (yC) actions taken by any person or entity with which the Employee is associated if the Employee is not personally involved in any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivehiring.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for one year thereafterRestricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of the Executive’s employment for any reason, a customer of the Business of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold through the Business by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during agent engaged in the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer Business of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; provided, however, that venturers or licensors connected with the Business. Any person described in this Section 9(c)(ii) shall not preclude Executive from be deemed covered by this Section while so employed or retained and for a period of twelve (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (312) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for a period of one (1) year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Employee’s employment with the Company and for a period of one (1) year thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii10(c)(ii) shall not preclude Executive from while so employed or retained and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment with Cue and for one year a period of 24 months thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunderwith Cue, directly or indirectly, individually or on behalf of any other person, firm, corporation person or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company Cue or any of its subsidiaries Affiliates with whom Executive had meaningful business contact to purchase goods or services then sold by the Company Cue or any of its subsidiaries Affiliates from another person, firm, corporation person or other entity or assist or aid any other persons person or entity with whom Executive had meaningful business contact in identifying or soliciting any such customer customer, or (Bii) interfere, or aid or induce any other person or entity with whom Executive had meaningful business contact in interfering, with the relationship between the Company Cue or any of its subsidiaries Affiliates and any of their respective vendors, customers, joint venturers, licensees or licensors. (ii) During the Employment Term Executive’s employment with Cue and for two years a period of 24 months thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunderwith Cue, directly or indirectly, individually or on behalf of any other person, firm, corporation person or other entity, (A) solicit, aid or induce any employee employee, consultant, representative or agent of the Company Cue or its Affiliates (or any of its subsidiaries to leave such employee, consultant, representative or agent who has left the employment or retention of Cue or its Affiliates less than one year prior to accept employment with the date that Executive solicits, aids or induces such person or entity (a “Covered Person”)) to any other person, firm, corporation person or other entity unaffiliated with the Company Cue or hire or retain any such employee, consultant, representative or agent or any Covered Person, or take any action to materially assist or aid any other person, firm, corporation person or other entity in identifying, hiring or soliciting any such employee, consultant, representative or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company agent or any of its subsidiaries and any of their joint venturers; provided, however, that this Section 9(c)(ii) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by ExecutiveCovered Person.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for a period of one (1) year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Employee’s employment with the Company and for a period of one (1) years thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii10(c)(ii) shall not preclude Executive from while so employed or retained and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During Following the Employment Term date of this Agreement and for one a period of 1 year thereafterfollowing the Employee’s employment with the Company, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) Following the date of this Agreement and for a period of 1 year following the Employee’s employment with the Company, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii10(c)(ii) shall not preclude Executive from while so employed or retained and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for one a period of 1 year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Employee’s employment with the Company and for a period of 2 years thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii11(c)(ii) shall not preclude Executive from while so employed or retained and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for one year a period of 18 months thereafter, the Executive agrees that the Executive shall will not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer customer. (ii) During the Employment Term and for a period of 18 months thereafter, the Executive agrees that the Executive will not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee, representative or agent of the Company or any of its subsidiaries to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent; or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, joint venturers or licensors. (ii. An employee, representative or agent is deemed covered by this Section 10(c)(ii) During the Employment Term while so employed or retained and for two years a period of six months thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries to leave such employment or to accept employment with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their joint venturers; provided, however, that this Section 9(c)(ii) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for one year thereafter18 months following the Termination Date, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunderwith the Company or its affiliates, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries affiliates to purchase goods or services then sold by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity person or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries to leave such employment or to accept employment with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employeecustomer, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any of their respective vendors, customers, joint venturers; provided, howeverlicensees or licensors. (ii) During the Employment Term and for 18 months following the Termination Date, Executive agrees that this Section 9(c)(ii) Executive shall not preclude Executive from (x) making generalized solicitations for employees not, except in the furtherance of Executive’s duties with the Company or any of its affiliates, directly or indirectly, individually or on behalf of any other person, solicit, aid or induce any employee, consultant, representative or agent of the Company through advertisements or search firms, any of its affiliates (or hiring any such persons through such solicitation)employee, provided that such solicitations are not specifically targeted at any such employee consultant, representative or agent who has left the employment or retention of the Company, Company or any of its affiliates for less than nine months) (ya “Covered Person”) soliciting to leave such employment or hiring retention or to accept employment with or render services to or with any former employee of the Company, whose employment other person unaffiliated with the Company was terminated by or hire or retain any such party at least three (3) months prior employee, consultant, representative or agent or any Covered Person, or take any action to materially assist or aid any other person in identifying, hiring or soliciting any such solicitation employee, consultant, representative or hiring and whose termination was not encouraged, solicited agent or induced by Executiveany Covered Person.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for one year thereafterRestricted Period, Executive the Participant agrees that Executive the Participant shall not, except in the furtherance of Executivethe Participant’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of the Participant’s employment for any reason, a customer of the Business of the Company or any of its Subsidiaries or Affiliates to purchase goods or services then sold through the Business by the Company or any of its Subsidiaries or Affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Restricted Period, the Participant agrees that the Participant shall not, except in the furtherance of the Participant’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during agent engaged in the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer Business of the Company or any of its subsidiaries to purchase goods Subsidiaries or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries Affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries Subsidiaries or Affiliates and any of their respective vendors, joint venturers; provided, however, that venturers or licensors connected with the Business. Any person described in this Section 9(c)(ii8(c)(ii) shall not preclude Executive from be deemed covered by this Section while so employed or retained and for a period of twelve (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (312) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment hereunder and for one year a period of twelve (12) months thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company Company, Holdco or any of its subsidiaries their respective affiliates to purchase goods or services then sold by the Company Company, Holdco or any of its subsidiaries their respective affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer or (B) interferecustomer, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company Company, Holdco or any of its subsidiaries their respective affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or Holdco, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company Company, Holdco or any of its subsidiaries their respective affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(c) shall not preclude Executive from (x) making generalized solicitations while so employed or retained and for employees a period of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such thereafter. Notwithstanding the foregoing, the provisions of this Section 9(c) shall not be violated by general advertising or solicitation not specifically targeted at Company or hiring and whose termination was not encouraged, solicited Holdco-related persons or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for a period of one (1) year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Aa) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries affiliates to purchase goods or services then sold by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer, unless the Employee is employed with such customer or (B) interfere, or aid or induce any other person or entity in interfering, following the Employee’s termination of employment with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entityCompany, (Ab) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates to leave such employment or retention or, in the case of employees, to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or any of its affiliates, or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (Bc) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii3 while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Section 3 shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at any such employee of the Company, Company or affiliate-related individuals or entities or (yB) soliciting or hiring any former employee of the CompanyEmployee serving as a reference, whose employment upon request, with regard to entities with which the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was Employee is not encouraged, solicited or induced by Executiveassociated.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment hereunder and for one year thereaftera period of twelve (12) months following Employee’s Termination, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual person or entity that isthe Employee knows or reasonably should have known to be a customer, tenant or was during mortgagee (or any person or entity to whom the twelve-month period immediately prior Company to the termination of ExecutiveEmployee’s employment for any reasonknowledge (or reasonably should know) has leased property or provided capital, a customer directly or indirectly, within the prior 18 months) of the Company or any of its subsidiaries affiliates to purchase goods or services or enter into transactions for the purchase, sale, lease, license or financing of real property then sold offered by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer customer, tenant or (B) interferecounterparty, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates with whom the Employee, during the term of his employment had contact or became aware of, or about whom the Employee has trade secret or Confidential Information, to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any person or entity the Employee knows or reasonably should have known to be one of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(c) shall not preclude Executive from (x) making generalized solicitations while so employed or retained and for employees a period of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such thereafter. Notwithstanding the foregoing, the provisions of this Section 9(c) shall not be violated by general advertising or solicitation not specifically targeted at Company- related persons or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee's employment with the Company and for a period of one year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executive’s the Employee's duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(b)(i) while so employed or retained and for a period of six months thereafter. (ii) Notwithstanding the foregoing, the provisions of this Section 9(b) shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at Company-related persons or entities, (B) the Employee serving as a reference, upon request, for any such employee of the CompanyCompany or any of its subsidiaries or affiliates so long as such reference is not for an entity that is employing or retaining the Employee, or (yC) actions taken by any person or entity with which the Employee is associated if the Employee is not personally involved in any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivehiring.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for a period of one (1) year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Aa) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries affiliates to purchase goods or services then sold by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer, unless the Employee is employed with such customer or (B) interfere, or aid or induce any other person or entity in interfering, following the Employee’s termination of employment with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entityCompany, (Ab) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates to leave such employment or retention or, in the case of employees, to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or any of its affiliates, or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (Bc) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any of their respective vendors, joint venturers; providedvendors or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii3 while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Section 3 shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at any such employee of the Company, Company or affiliate-related individuals or entities or (yB) soliciting or hiring any former employee of the CompanyEmployee serving as a reference, whose employment upon request, with regard to entities with which the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was Employee is not encouraged, solicited or induced by Executiveassociated.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment hereunder and for one year a period of twelve (12) months thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries affiliates to purchase goods or services then sold by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer or (B) interferecustomer, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(c) shall not preclude Executive from (x) making generalized solicitations while so employed or retained and for employees a period of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such thereafter. Notwithstanding the foregoing, the provisions of this Section 9(c) shall not be violated by general advertising or solicitation not specifically targeted at Company-related persons or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for one year a period of twelve (12) months thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries Group to purchase goods or services then sold by the Company or any of its subsidiaries Group from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer or (B) interferefor such purpose, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries Group to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Group, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries Group and any of their the vendors, joint venturers; providedventurers or licensors of the Company Group. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(c) while so employed or retained and for a period of six (6) months thereafter unless such person’s status as such shall have been terminated by the Company Group or shall have been terminated by such person as a result of a “constructive discharge” (within the meaning of applicable law), in which case such person shall not be deemed to be covered by this Section 9(c). Notwithstanding the foregoing, the provisions of this Section 9(c) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements be violated by general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at any such employee of the Company, -related persons or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment with the Company and for one year thereafterthe Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Executive’s employment with the Company and the Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii) shall while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, a general solicitation that is not preclude Executive from (x) making generalized solicitations for employees targeted at employees, representatives, or agents of the Company through advertisements or search firms, (or hiring any such persons through such solicitationshall not constitute a breach of this Section 9(c)(ii), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for one year a period of eighteen (18) months thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunderperformance of his services to the Company Group, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company Group or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company Group or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer or (B) interferecustomer, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company Group or any of its subsidiaries or affiliates (other than ▇▇▇▇▇▇ ▇▇▇▇▇▇ and Employee’s executive assistant) to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Group or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company Group or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii4(C) while so employed or retained and for a period of six (6) months thereafter. This Section 4(C) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements be violated by general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at any such employee Company Group-related persons or entities; by sales of advertising or similar products to customers of the CompanyCompany Group except as would violate Section 4(B); or by the Employee serving as a reference. Notwithstanding the foregoing, or (y) soliciting or hiring any former employee the Employee’s performance of services and activities related to the portfolio companies of Pilot Group LP and Pilot Group II LP shall not constitute a breach of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executiveprovisions of this Section 4(C).

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment hereunder and for one year thereaftera period of twelve (12) months following Employee’s Termination, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual customer, tenant or mortgagee (or any person or entity that isto whom the Company has leases property or provided capital, directly or was during indirectly, within the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer 18 months) of the Company or any of its subsidiaries affiliates to purchase goods or services or enter into transactions for the purchase, sale, lease, license or financing of real property then sold offered by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer customer, tenant or (B) interferecounterparty, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates with whom the Employee, during the term of his employment had contact or became aware of, or about whom the Employee has trade secret or Confidential Information, to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(c) shall not preclude Executive from (x) making generalized solicitations while so employed or retained and for employees a period of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such thereafter. Notwithstanding the foregoing, the provisions of this Section 9(c) shall not be violated by general advertising or solicitation not specifically targeted at Company-related persons or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment with the Company and for one year a period of two years thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Executive’s employment with the Company and for a period of two years thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii11(c)(ii) while so employed or retained and for a period of six (6) months thereafter. (iii) Notwithstanding the foregoing, the provisions of this Section 11(c) shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at Company-related persons or entities, (B) the Executive serving as a reference, upon request, for any such employee of the CompanyCompany or any of its subsidiaries or affiliates so long as such reference is not for an entity that is employing or retaining the Executive, or (yC) actions taken by any person or entity with which the Executive is associated if the Executive is not personally involved in any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivehiring.

NONSOLICITATION; NONINTERFERENCE. (i) During Executive’s employment with the Employment Term Company and for one year a period of two (2) years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensorscustomer. (ii) During Executive’s employment with the Employment Term Company and for a period of two (2) years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee advisor, consultant, employee, representative or agent of the Company or any of its subsidiaries or affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such advisor, consultant, employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; provided, however, that venturers or licensors. Any person described in this Section 9(c)(ii9(c)(i) shall not preclude Executive from be deemed covered by this Section while so employed or retained and for a period of twelve (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (312) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee's employment with the Company and for one a period of 1 year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executive’s the Employee's duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring identifying or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii10(b)(i) while so employed or retained and for a period of 6 months thereafter. (ii) Notwithstanding the foregoing, the provisions of this Section 10(b) shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at Company-related persons or entities, (B) the Employee serving as a reference, upon request, for any such employee of the CompanyCompany or any of its subsidiaries or affiliates so long as such reference is not for an entity that is employing or retaining the Employee, or (yC) soliciting actions taken by any person or hiring entity with which the Employee is associated if the Employee is not personally involved in any former employee of manner in the matter and has not identified such Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation -related person or hiring and whose termination was not encouraged, solicited or induced by Executiveentity for soliciting.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment with the Company and for a period of one (1) year thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its affiliates to purchase goods or services then sold by the Company or any of its affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Executive’s employment with the Company and for a period of one (1) year thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent (provided that this restriction shall not apply to professional service firms), or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any of their respective vendors, joint venturers; provided, howeverlicensors or tenants. An employee, that representative or agent shall be deemed covered by this sub-section (ii) while so employed or retained and for a period of six (6) months thereafter. (iii) Notwithstanding the foregoing, the provisions of this Section 9(c)(ii10(c) shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at Company-related persons or entities, (B) the Executive serving as a reference, upon request, for any such employee of the CompanyCompany or any of its affiliates so long as such reference is not for an entity that is employing or retaining the Executive, or (yC) actions taken by any person or entity with which the Executive is associated if the Executive is not personally involved in any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivehiring.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Participant’s employment with the Company and for one year thereafterthe Restricted Period, Executive the Participant agrees that Executive the Participant shall not, except in the furtherance of Executivethe Participant’s duties hereunderto the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Participant’s employment with the Company and the Restricted Period, the Participant agrees that the Participant shall not, except in the furtherance of the Participant’s duties to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii11(c)(ii) shall while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, a general solicitation that is not preclude Executive from (x) making generalized solicitations for employees targeted at employees, representatives, or agents of the Company through advertisements or search firms, (or hiring any such persons through such solicitationshall not constitute a breach of this Section 11(c)(ii), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for one a period of 1 year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Employee’s employment with the Company and for a period of 2 years thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii10(c)(ii) shall not preclude Executive from while so employed or retained and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Participant’s employment with the Company and for one year thereafterthe Restricted Period (as defined below), Executive the Participant agrees that Executive the Participant shall not, except in the furtherance of Executivethe Participant’s duties hereunderto the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Participant’s employment with the Company and the Restricted Period, the Participant agrees that the Participant shall not, except in the furtherance of the Participant’s duties to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii11(b)(ii) shall while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, a general solicitation that is not preclude Executive from (x) making generalized solicitations for employees targeted at employees, representatives, or agents of the Company through advertisements or search firms, (or hiring any such persons through such solicitationshall not constitute a breach of this Section 11(b)(ii), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for one year thereafter12 months following the Termination Date, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunderwith the Company, directly or indirectly, individually or on behalf of any firm, company or other person, firm, corporation or other entity, (A) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries Group with whom the Executive had material dealings during the 12 months prior to the Termination Date to purchase goods or services then sold by the Company or any of its subsidiaries Group from another person, firm, corporation or other entity person or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries to leave such employment or to accept employment with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employeecustomer, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries Group and any of their respective vendors, customers, joint venturers; provided, howeverlicensees or licensors. (ii) During the Employment Term and for 12 months following the Termination Date, Executive agrees that this Section 9(c)(ii) Executive shall not preclude Executive from (x) making generalized solicitations for employees not, except in the furtherance of Executive’s duties with the Company Group, directly or indirectly, individually or on behalf of any other person, solicit, aid or induce any employee, consultant, representative or agent of the Company through advertisements or search firms, Group (or hiring any such persons through such solicitation)employee, provided that such solicitations are not specifically targeted at any such employee consultant, representative or agent who has left the employment or retention of the Company, Company Group within the previous nine months) with whom the Executive had material contact or dealings or who directly reported to the Executive during the 12 months leading up to the Termination Date (ya “Covered Person”) soliciting to leave such employment or hiring retention or to accept employment with or render services to or with any former employee of the Company, whose employment other person unaffiliated with the Company was terminated by Group or hire or retain any Covered Person, or take any action to materially assist or aid any other person in identifying, hiring or soliciting any such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by ExecutiveCovered Person.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment hereunder and for one year a period of twelve (12) months thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entityentity unaffiliated with the Company Group, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries Group to purchase goods or services then sold by the Company or any of its subsidiaries Group from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interferecustomer, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries Group to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Group or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent: provided that responses by any employee, representative or agent of the Company Group to advertisements or general solicitations by the Executive or any other person, firm, corporation or other entity unaffiliated with the Company Group in the ordinary course of business shall not, by themselves, be deemed a violation of this provision, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries Group and any of their respective vendors, joint venturers; providedventures or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(c) shall not preclude Executive from while so employed or retained and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment hereunder and for one year a period of twenty-four (24) months thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries affiliates to purchase goods or services then sold by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer or (B) interferecustomer, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(c) shall not preclude Executive from (x) making generalized solicitations while so employed or retained and for employees a period of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such thereafter. Notwithstanding the foregoing, the provisions of this Section 9(c) shall not be violated by general advertising or solicitation not specifically targeted at Company-related persons or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment with the Company Group and for a period of one (1) year thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Aa) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company Group or any of its subsidiaries affiliates to purchase goods or services then sold by the Company Group or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer, unless the Executive is employed with such customer or (B) interfere, or aid or induce any other person or entity in interfering, following the Executive’s termination of employment with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entityGroup, (Ab) solicit, aid or induce any employee Executive, representative or agent of the Company Group or any of its subsidiaries affiliates to leave such employment or retention or, in the case of Executives, to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Group or any of its affiliates, or hire or retain any such employeeExecutive, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employeeExecutive, or (Bc) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company Group or any of its subsidiaries affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An Executive, however, that representative or agent shall be deemed covered by this Section 9(c)(ii4 while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Section 4 shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at any such employee of the Company, Company Group or affiliate-related individuals or entities or (yB) soliciting or hiring any former employee of the CompanyExecutive serving as a reference, whose employment upon request, with regard to entities with which the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was Executive is not encouraged, solicited or induced by Executiveassociated.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment hereunder and for one year thereaftera period of twelve (12) months following the Employee’s Termination, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual person or entity that isthe Employee knows or reasonably should have known to be a customer, tenant or was during mortgagee (or any person or entity to whom the twelve-month period immediately prior Company to the termination of ExecutiveEmployee’s employment for any reasonknowledge (or reasonably should know) has leased property or provided capital, a customer directly or indirectly, within the prior 18 months) of the Company or any of its subsidiaries affiliates to purchase goods enter into transactions for the purchase, sale, lease, license or services financing of mall or shopping center real property then sold offered by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer customer, tenant or (B) interferecounterparty, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates with whom the Employee, during the term of his employment had contact or became aware of, or about whom the Employee has trade secret or Confidential Information, to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any person or entity the Employee knows or reasonably should have known to be one of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(c) shall not preclude Executive from (x) making generalized solicitations while so employed or retained and for employees a period of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such thereafter. Notwithstanding the foregoing, the provisions of this Section 9(c) shall not be violated by general advertising or solicitation not specifically targeted at Company-related persons or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (ia) During the Employment Term and for one year thereafterRestricted Period, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunderpursuant to Employee’s position with the relevant Company Group Member, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of any Company Group Member to purchase goods or services then sold by any Company Group Member from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (b) During the Restricted Period, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties pursuant to Employee’s position with the relevant Company Group Member, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries Group to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Group or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries Group and any of their respective vendors, joint venturers; provided, however, that venturers or licensors. (c) An employee or contractor shall be deemed covered by this Section 9(c)(ii) shall not preclude Executive from 3 while so employed or retained by any Company Group Member and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment hereunder and for one year a period of twelve (12) months thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries affiliates to purchase goods or services then sold by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer or (B) interferecustomer, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries their respective affiliates and any of their its vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(c) shall not preclude Executive from (x) making generalized solicitations while so employed or retained and for employees a period of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such thereafter. Notwithstanding the foregoing, the provisions of this Section 9(c) shall not be violated by general advertising or solicitation not specifically targeted at Company-related persons or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for one year a period of 12 months thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensorscustomer. (ii) During the Employment Term Employee’s employment with the Company and for two years a period of 12 months thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, : (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries or affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii) shall not preclude Executive from while so employed or retained and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During Executive’s employment and service with the Employment Term Company and for one year a period of twelve (12) months thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any individual or entity that is, or was during the twelve (12)-month period immediately prior to the termination of Executive’s employment or service for any reason, a customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other person or entity in identifying or soliciting any such customer. (ii) During Executive’s employment and service with the Company and for a period of twelve (12) months thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual advisor, consultant, employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries or affiliates to purchase goods leave such employment or services then sold by the Company retention or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries to leave such employment or affiliates to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; provided, however, that venturers or licensors. Any person described in this Section 9(c)(ii11(c)(ii) shall not preclude Executive from be deemed covered by this Section while so employed or retained and for a period of twelve (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (312) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for one year thereafter18 months following the Termination Date, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunderwith the Company or its affiliates, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries affiliates to purchase goods or services then sold by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity person or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries to leave such employment or to accept employment with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employeecustomer, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any of their respective vendors, customers, joint venturers; provided, howeverlicensees or licensors. (ii) During the Employment Term and for 18 months following the Termination Date, Executive agrees that this Section 9(c)(ii) Executive shall not preclude Executive from (x) making generalized solicitations for employees not, except in the furtherance of Executive’s duties with the Company or any of its affiliates, directly or indirectly, individually or on behalf of any other person, solicit, aid or induce any employee, consultant, representative or agent of the Company through advertisements or search firms, any of its affiliates (or hiring any such persons through such solicitation)employee, provided that such solicitations are not specifically targeted at any such employee consultant, representative or agent who has left the employment or retention of the Company, Company or any of its affiliates for less than nine months) (ya “Covered Person”) soliciting to leave such employment or hiring retention or to accept employment with or render services to or with any former employee of the Company, whose employment other person unaffiliated with the Company was terminated by or hire or retain any such party at least three employee, consultant, representative or agent or any Covered Person, or take any action to materially assist or aid any other person in identifying, hiring or soliciting any such employee, consultant, representative or agent or any Covered Person. 1 Entities identified with an asterisk (3*) months prior are limited to the divisions of such solicitation business that are competitive with the Company or hiring and whose termination was not encouraged, solicited or induced by Executive.its subsidiaries. LEGAL_US_E # 178430887.9

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment hereunder and for one year thereaftera period of twenty-four (24) months following Employee’s Termination pursuant to a Qualifying Termination, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual customer, tenant or mortgagee (or any person or entity that isto whom the Company has leased property or provided capital, directly or was during indirectly, within the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer 18 months) of the Company or any of its subsidiaries affiliates to purchase goods or services or enter into transactions for the purchase, sale, lease, license or financing of real property then sold offered by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer customer, tenant or (B) interferecounterparty, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates with whom the Employee, during the term of his employment had contact or became aware of, or about whom the Employee has trade secret or Confidential Information, to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(c) shall not preclude Executive from (x) making generalized solicitations while so employed or retained and for employees a period of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such thereafter. Notwithstanding the foregoing, the provisions of this Section 9(c) shall not be violated by general advertising or solicitation not specifically targeted at Company-related persons or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment with Imagen and for one year a period of 24 months thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunderwith Imagen, directly or indirectly, individually or on behalf of any other person, firm, corporation person or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company Imagen or any of its subsidiaries Affiliates with whom Executive had meaningful business contact to purchase goods or services then sold by the Company Imagen or any of its subsidiaries Affiliates from another person, firm, corporation person or other entity or assist or aid any other persons person or entity with whom Executive had meaningful business contact in identifying or soliciting any such customer customer, or (Bii) interfere, or aid or induce any other person or entity with whom Executive had meaningful business contact in interfering, with the relationship between the Company Imagen or any of its subsidiaries Affiliates and any of their respective vendors, customers, joint venturers, licensees or licensors. (ii) During the Employment Term Executive’s employment with Imagen and for two years a period of 24 months thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunderwith Imagen, directly or indirectly, individually or on behalf of any other person, firm, corporation person or other entity, (A) solicit, aid or induce any employee employee, consultant, representative or agent of the Company Imagen or its Affiliates (or any of its subsidiaries to leave such employee, consultant, representative or agent who has left the employment or retention of Imagen or its Affiliates less than one year prior to accept employment with the date that Executive solicits, aids or induces such person or entity (a “Covered Person”)) to any other person, firm, corporation person or other entity unaffiliated with the Company Imagen or hire or retain any such employee, consultant, representative or agent or any Covered Person, or take any action to materially assist or aid any other person, firm, corporation person or other entity in identifying, hiring or soliciting any such employee, consultant, representative or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company agent or any of its subsidiaries and any of their joint venturers; provided, however, that this Section 9(c)(ii) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by ExecutiveCovered Person.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment hereunder and for one year a period of six (6) months thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of the Executive’s employment for any reason, a customer of the Business of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold through the Business by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Executive’s employment hereunder and for a period of twelve (12) months thereafter (the “Restricted Period”), the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during agent engaged in the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer Business of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; provided, however, that venturers or licensors connected with the Business. Any person described in this Section 9(c)(ii) shall not preclude Executive from be deemed covered by this Section while so employed or retained and for a period of twelve (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (312) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for a period of one (1) year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (i) During the Employee’s employment with the Company and for a period of two (2) years thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii‎11(c)(ii) shall not preclude Executive from while so employed or retained and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment hereunder and for one year thereaftera period of nine (9) months thereafter (the “Restricted Period”), the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of the Executive’s employment for any reason, a customer of the Business of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold through the Business by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during agent engaged in the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer Business of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; provided, however, that venturers or licensors connected with the Business. Any person described in this Section 9(c)(ii) shall not preclude Executive from be deemed covered by this Section while so employed or retained and for a period of twelve (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (312) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for one year a period of 12 months thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensorscustomer. (ii) During the Employment Term Employee’s employment with the Company and for two years a period of 12 months thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, : (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries or affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii) shall not preclude Executive from while so employed or retained and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for one year a period of twelve (12) months thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Employee’s employment with the Company and for a period of twelve (12) months thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii) shall not preclude Executive from while so employed or retained and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for a period of one year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries affiliates to purchase goods or services then sold by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interferecustomer, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii10(c) while so employed or retained and for a period of six months thereafter. Notwithstanding the foregoing, the provisions of this Section 10(c) shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at Company-related persons or entities, (B) the Employee serving as a reference, upon request, for any such employee of the CompanyCompany or any of its subsidiaries or affiliates, or (yC) actions taken by any person or entity with which the Employee is associated if the Employee is not personally involved in any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivehiring.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment hereunder and for one year thereaftera period of twelve (12) months following Employee’s Termination, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual person or entity that isthe Employee knows or reasonably should have known to be a customer, tenant or was during mortgagee (or any person or entity to whom the twelve-month period immediately prior Company to the termination of ExecutiveEmployee’s employment for any reasonknowledge (or reasonably should know) has leased property or provided capital, a customer directly or indirectly, within the prior 18 months) of the Company or any of its subsidiaries affiliates to purchase goods or services or enter into transactions for the purchase, sale, lease, license or financing of real property then sold offered by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer customer, tenant or (B) interferecounterparty, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates with whom the Employee, during the term of his employment had contact or became aware of, or about whom the Employee has trade secret or Confidential Information, to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any person or entity the Employee knows or reasonably should have known to be one of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(c) shall not preclude Executive from (x) making generalized solicitations while so employed or retained and for employees a period of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such thereafter. Notwithstanding the foregoing, the provisions of this Section 9(c) shall not be violated by general advertising or solicitation not specifically targeted at Company-related persons or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment with Cue and for one year a period of 24 months thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunderwith Cue, directly or indirectly, individually or on behalf of any other person, firm, corporation person or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company Cue or any of its subsidiaries Affiliates with whom Executive had meaningful business contact to purchase goods or services then sold by the Company Cue or any of its subsidiaries Affiliates from another person, firm, corporation person or other entity or assist or aid any other persons person or entity with whom Executive had meaningful business contact in identifying or soliciting any such customer customer, or (Bii) interfere, or aid or induce any other person or entity with whom Executive had meaningful business contact in interfering, with the relationship between the Company Cue or any of its subsidiaries Affiliates and any of their respective vendors, customers, joint venturers, licensees or licensors. If a customer of Cue or its Affiliates contacts Executive about legal representation, Executive shall be free to provide legal representation consistent with the Rules of Professional Conduct of the applicable jurisdiction. (ii) During the Employment Term Executive’s employment with Cue and for two years a period of 24 months thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunderwith Cue, directly or indirectly, individually or on behalf of any other person, firm, corporation person or other entity, (A) solicit, aid or induce any employee employee, consultant, representative or agent of the Company Cue or its Affiliates (or any of its subsidiaries to leave such employee, consultant, representative or agent who has left the employment or retention of Cue or its Affiliates less than one year prior to accept employment with the date that Executive solicits, aids or induces such person or entity (a “Covered Person”)) to any other person, firm, corporation person or other entity unaffiliated with the Company Cue or hire or retain any such employee, consultant, representative or agent or any Covered Person, or take any action to materially assist or aid any other person, firm, corporation person or other entity in identifying, hiring or soliciting any such employee, consultant, representative or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company agent or any of its subsidiaries and any of their joint venturers; provided, however, that this Section 9(c)(ii) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by ExecutiveCovered Person.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment or service with the Company Group and for one year thereaftera period thereafter equal to twelve (12) months, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries Group with whom the Executive had direct dealings while employed by the Company Group to purchase goods or services then sold by the Company or any of its subsidiaries Group from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer or (B) interferecustomer, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries Group to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Group, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) knowingly interfere, or knowingly aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries Group and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii11(b) while so employed or retained and for a period of nine (9) months thereafter. Notwithstanding the foregoing, the provisions of this Section 11(b) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements be violated by general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at any such employee of the Company, Company Group-related persons or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for a period of one year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries affiliates to purchase goods or services then sold by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interferecustomer, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii10(c) while so employed or retained and for a period of twelve (12) months thereafter. Notwithstanding the foregoing, the provisions of this Section 10(c) shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at Company-related persons or entities, (B) the Employee serving as a reference, upon request, for any such employee of the CompanyCompany or any of its subsidiaries or affiliates, or (yC) actions taken by any person or entity with which the Employee is associated if the Employee is not personally involved in any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivehiring.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for one year thereafterRestricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of the Executive’s employment for any reason, a customer of the Company or any of its subsidiaries or affiliates to terminate or materially reduce its purchase of goods or services then sold by the Company or any of its subsidiaries or affiliates or assist or aid any other persons or entity in doing so. (ii) During the Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid solicit or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; provided, however, that venturers or licensors. Any person described in this Section 9(c)(ii10(c)(i) shall not preclude Executive from be deemed covered by this Section while so employed or retained and for a period of six (x6) making generalized solicitations for employees of the Company through advertisements or search firmsmonths thereafter, (or hiring any unless such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of person’s employment has been terminated by the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.

NONSOLICITATION; NONINTERFERENCE. (i) During Executive’s employment with the Employment Term Company and for one year a period of two (2) years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensorscustomer. (ii) During Executive’s employment with the Employment Term Company and for a period of two (2) years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee advisor, consultant, employee, representative or agent of the Company or any of its subsidiaries or affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such advisor, consultant, employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; provided, however, that venturers or licensors. Any person described in this Section 9(c)(ii8(c)(i) shall not preclude Executive from be deemed covered by this Section while so employed or retained and for a period of twelve (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (312) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment hereunder and for one year thereaftera period of twelve (12) months following Employee’s Termination, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual person or entity that isthe Employee knows or reasonably should have known to be a customer, tenant or was during mortgagee (or any person or entity to whom the twelve-month period immediately prior Company to the termination of ExecutiveEmployee’s employment for any reasonknowledge (or reasonably should know) has leased property or provided capital, a customer directly or indirectly, within the prior 18 months) of the Company or any of its subsidiaries affiliates to purchase goods or services or enter into transactions for the purchase, sale, lease, license or financing of real property then sold offered by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer customer, tenant or (B) interferecounterparty, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates with whom the Employee, during the term of her employment had contact or became aware of, or about whom the Employee has trade secret or Confidential Information, to leave such employment or retention or to accept US-DOCS\128774742.1 employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any person or entity the Employee knows or reasonably should have known to be one of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(b) shall not preclude Executive from (x) making generalized solicitations while so employed or retained and for employees a period of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such thereafter. Notwithstanding the foregoing, the provisions of this Section 9(b) shall not be violated by general advertising or solicitation not specifically targeted at Company-related persons or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for one year a period of 12 months thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors“Non-Interference Restrictions”). (ii) During the Employment Term Employee’s employment with the Company and for two years a period of twelve (12) months thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, : (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries or affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors (the “Non-Solicitation Restrictions”). An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii) while so employed or retained and for a period of six (6) months thereafter. Notwithstanding anything in this Section 9(c) or this Agreement to the contrary, these Non-Solicitation Restrictions shall not preclude Executive from (x) making generalized solicitations apply to any termination by Employee for employees of Good Reason or by the Company through advertisements without Cause on or search firmsbefore August 31, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive2020.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for a period of one (1) year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Employee’s employment with the Company and for a period of two (2) years thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii11(c)(ii) shall not preclude Executive from while so employed or retained and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment with the Company and for one year a period of two (2) years thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a known customer of the Company or any of its subsidiaries Subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries Subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer or (B) interferecustomer, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any known employee of the Company or any of its subsidiaries Subsidiaries to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, employee or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries Subsidiaries and any of their respective vendors, joint venturers; provided, however, that venturers or licensors. An employee shall be deemed covered by this Section 9(c)(ii10(b) while so employed and for a period of six (6) months thereafter, unless such employee was terminated by the Company. Notwithstanding the foregoing, the provisions of this Section 10(b) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements be violated by general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at any such employee of the Company, -related persons or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment with the Company and for one year a period of two (2) years thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a known customer of the Company or any of its subsidiaries Subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries Subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer or (B) interferecustomer, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any known employee of the Company or any of its subsidiaries Subsidiaries to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, employee or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries Subsidiaries and any of their respective vendors, joint venturers; provided, however, that venturers or licensors. An employee shall be deemed covered by this Section 9(c)(ii10(d) while so employed and for a period of six (6) months thereafter, unless such employee was terminated by the Company. Notwithstanding the foregoing, the provisions of this Section 10(d) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements be violated by general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at any such employee of the Company, -related persons or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) i. During the Employment Term Executive’s employment with the Company and for one year a period of two years thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. ii. During the Executive’s employment with the Company and for a period of two years thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii11(c)(ii) while so employed or retained and for a period of six (6) months thereafter. iii. Notwithstanding the foregoing, the provisions of this Section 11(c) shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at Company-related persons or entities, (B) the Executive serving as a reference, upon request, for any such employee of the CompanyCompany or any of its subsidiaries or affiliates so long as such reference is not for an entity that is employing or retaining the Executive, or (yC) actions taken by any person or entity with which the Executive is associated if the Executive is not personally involved in any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivehiring.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for one year thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, , (A) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries Affiliates to purchase goods or services then sold by the Company or any of its subsidiaries Affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries Affiliates and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafterRestrictive Period, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, , (A) solicit, aid or induce any employee of the Company or any of its subsidiaries Affiliates to leave such employment or to accept employment with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any Affiliates known to Executive at the end of their joint venturersthe Employment Term; provided, however, that this Section 9(c)(ii) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.

NONSOLICITATION; NONINTERFERENCE. (i) During Executive’s employment and service with the Employment Term Company and for one year a period of twelve (12) months thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During Executive’s employment and service with the Company and for a period of twelve (12) months thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries or affiliates to purchase goods leave such employment or services then sold by the Company retention or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries to leave such employment or affiliates to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; provided, however, that venturers or licensors. Any person described in this Section 9(c)(ii) shall not preclude Executive from be deemed covered by this Section while so employed or retained and for a period of twelve (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (312) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment with the Company and for a period of one (1) year thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Executive’s employment with the Company and for a period of two (2) years thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii10(c)(ii) while so employed or retained and for a period of six (6) months thereafter. (iii) Notwithstanding the foregoing, the provisions of this Section 10(c) shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at Company-related persons or entities or (B) the Executive serving as a reference, upon request, for any such employee of the Company, Company or (y) soliciting any of its subsidiaries or hiring any former employee of affiliates so long as such reference is not for an entity that is employing or retaining the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.

NONSOLICITATION; NONINTERFERENCE. (i) During Executive’s employment with the Employment Term Company or any of its Subsidiaries or Affiliates and for one year a period of twelve months thereafter, Executive agrees that Executive shall not, except in the furtherance of the duties of Executive’s duties hereunderemployment, directly or indirectly, individually or on behalf of any other personPerson, firm, corporation or other entity, (A) solicit, aid or induce any individual or entity that is, or was during the twelve-twelve month period immediately prior to the termination of Executive’s employment for any reasonTermination Date, a customer of the Company or any of its subsidiaries Subsidiaries or prospective customer of the Company or any of its Subsidiaries with whom Executive interacted on behalf of the Company during the twelve months prior to Executive’s Termination Date to purchase goods or services then sold by the Company or any of its subsidiaries Subsidiaries from another person, firm, corporation or other entity or assist Person or aid any other persons or entity Persons in identifying or soliciting any such customer or customer. (Bii) interfere, or aid or induce any other person or entity in interfering, During Executive’s employment with the relationship between the Company or any of its subsidiaries and any of their respective vendors, Subsidiaries or licensors. (ii) During the Employment Term Affiliates and for two years a period of twelve months thereafter, Executive agrees that Executive shall not, except in the furtherance of the duties of Executive’s duties hereunderemployment, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entityPerson, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries Subsidiaries or Affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity Person unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity Person in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries Subsidiaries or Affiliates and any of their respective vendors, joint venturers; provided, however, that venturers or licensors. Any Person described in this Section 9(c)(ii6(c)(ii) shall not preclude Executive from (x) making generalized solicitations be deemed covered by this Section while so employed or retained and for employees a period of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) twelve months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Participant’s employment with the Company and for one year thereafterthe Restricted Period, Executive the Participant agrees that Executive the Participant shall not, except in the furtherance of Executivethe Participant’s duties hereunderto the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Participant’s employment with the Company and the Restricted Period, the Participant agrees that the Participant shall not, except in the furtherance of the Participant’s duties to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii12(c)(ii) shall while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, a general solicitation that is not preclude Executive from (x) making generalized solicitations for employees targeted at employees, representatives, or agents of the Company through advertisements or search firms, (or hiring any such persons through such solicitationshall not constitute a breach of this Section 12(c)(ii), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for a period of one (1) year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii10(b) while so employed or retained and for a period of six (6) months thereafter. (ii) Notwithstanding the foregoing, the provisions of this Section 10(b) shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at Company-related persons or entities, (B) the Employee serving as a reference, upon request, for any such employee of the CompanyCompany or any of its subsidiaries or affiliates so long as such reference is not for an entity that is employing or retaining the Employee, or (yC) actions taken by any person or entity with which the Employee is associated if the Employee is not personally involved in any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivehiring.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment with the Company and for a period of one (1) year thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Executive’s employment with the Company and for a period of two (2) years thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii10(c)(ii) while so employed or retained and for a period of nine (9) months thereafter. (iii) Notwithstanding the foregoing, the provisions of this Section 10(c) shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at Company-related persons or entities or (B) the Executive serving as a reference, upon request, for any such employee of the Company, Company or (y) soliciting any of its subsidiaries or hiring any former employee of affiliates so long as such reference is not for an entity that is employing or retaining the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee's employment with the Company and for a period of one (1) year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executive’s the Employee's duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Employee's employment with the Company and for a period of two (2) years thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee's duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii10(c)(ii) shall not preclude Executive from while so employed or retained and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment with Cue and for one year a period of 24 months thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunderwith Cue, directly or indirectly, individually or on behalf of any other person, firm, corporation person or other entity, (Ai) solicit, aid or induce any individual customer of Cue or entity that is, or was during its Affiliates with whom Executive had meaningful business contact within the twelve-month period immediately prior to 12 months preceding the termination date of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries termination/resignation to purchase goods or services then sold by the Company Cue or any of its subsidiaries Affiliates from another person, firm, corporation person or other entity or assist or aid any other persons person or entity with whom Executive had meaningful business contact within the 12 months preceding the date of Executive’s termination/resignation in identifying or soliciting any such customer customer, or (Bii) interfere, or aid or induce any other person or entity with whom Executive had meaningful business contact within the 12 months preceding the date of Executive’s termination/resignation in interfering, with the relationship between the Company Cue or any of its subsidiaries Affiliates and any of their respective vendors, customers, joint venturers, licensees or licensors. (ii) During the Employment Term Executive’s employment with Cue and for two years a period of 24 months thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunderwith Cue, directly or indirectly, individually or on behalf of any other person, firm, corporation person or other entity, (A) solicit, aid or induce any employee employee, consultant, representative or agent of the Company Cue or its Affiliates (or any of its subsidiaries to leave such employee, consultant, representative or agent who has left the employment or retention of Cue or its Affiliates less than one year prior to accept employment with the date that Executive solicits, aids or induces such person or entity (a “Covered Person”)) to any other person, firm, corporation person or other entity unaffiliated with the Company Cue or hire or retain any such employee, consultant, representative or agent or any Covered Person, or take any action to materially assist or aid any other person, firm, corporation person or other entity in identifying, hiring or soliciting any such employee, consultant, representative or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company agent or any of its subsidiaries and any of their joint venturers; providedCovered Person. Notwithstanding the foregoing, however, that nothing in this Section 9(c)(ii10(c)(ii) shall not preclude prohibit Executive from (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (yi) soliciting or hiring any former individual who served at any time during the Term as Executive’s personal secretary and/or assistant, (ii) following Executive’s termination from employment, serving solely as a reference for any employee of Cue and its Affiliates as long as in serving as such reference Executive does not take any actions that encourage such employee to terminate the Company, whose employee’s employment with the Company was terminated by such party at least three or its subsidiaries, (3iii) months prior encouraging an employee to such leave employment with Cue or its Affiliates in the good faith performance of Executive’s duties to the Company, for example, as part of Executive’s responsibility to terminate an employee’s employment, or (iv) general advertisement or general solicitation or hiring and whose termination for employment that was not encouraged, solicited or induced by Executivespecifically directed at such individual.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment hereunder and for one year thereaftera period of twelve (12) months following Employee’s Termination, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual person or entity that isthe Employee knows or reasonably should have known to be a customer, tenant or was during mortgagee (or any person or entity to whom the twelve-month period immediately prior Company to the termination of ExecutiveEmployee’s employment for any reasonknowledge (or reasonably should know) has leased property or provided capital, a customer directly or indirectly, within the prior 18 months) of the Company or any of its subsidiaries affiliates to purchase goods or services or enter into transactions for the purchase, sale, lease, license or financing of real property then sold offered by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer customer, tenant or (B) interferecounterparty, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates with whom the Employee, during the term of his employment had contact or became aware of, or about whom the Employee has trade secret or Confidential Information, to leave such employment or retention or to accept US-DOCS\128769458.1 employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any person or entity the Employee knows or reasonably should have known to be one of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(b) shall not preclude Executive from (x) making generalized solicitations while so employed or retained and for employees a period of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such thereafter. Notwithstanding the foregoing, the provisions of this Section 9(b) shall not be violated by general advertising or solicitation not specifically targeted at Company-related persons or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for one year thereafterRestricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of the Executive’s employment for any reason, a customer of the Business of the Company Group to purchase goods or services then sold through the Business by the Company Group from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) knowingly solicit, aid or induce any individual employee, exclusive representative or entity that is, or was during agent engaged in the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer Business of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries Group to leave such employment or retention (other than with respect to any employee, exclusive representative or agent whose employment or retention was previously terminated in connection with a Board-approved termination of employment other than for Cause or reduction in force) or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or Group and any of its subsidiaries and any of their respective vendors, joint venturers; provided, however, that venturers or licensors connected with the Business. Any person described in this Section 9(c)(ii9(c) shall not preclude Executive from be deemed covered by this Section while so employed or retained and for a period of twelve (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (312) months prior thereafter. This provision shall not apply to such solicitation or hiring and whose termination was not encouragedoutside professional advisors, solicited or induced by Executiveincluding, without limitation, outside financial and/or legal advisors.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for one year thereafter18 months following the Termination Date, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunderwith the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries Group to purchase goods or services then sold by the Company or any of its subsidiaries Group from another person, firm, corporation or other entity person or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries to leave such employment or to accept employment with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employeecustomer, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries Group and any of their respective vendors, customers, joint venturers; provided, howeverlicensees or licensors. (ii) During the Employment Term and for 18 months following the Termination Date, Executive agrees that this Section 9(c)(ii) Executive shall not preclude Executive from (x) making generalized solicitations for employees not, except in the furtherance of Executive’s duties with the Company Group, directly or indirectly, individually or on behalf of any other person, solicit, aid or induce any employee, consultant, representative or agent of the Company through advertisements or search firms, Group (or hiring any such persons through such solicitation)employee, provided that such solicitations are not specifically targeted at any such employee consultant, representative or agent who has left the employment or retention of the Company, Company Group for less than nine months) (a “Covered Person”) to leave such employment or (y) soliciting retention or hiring to accept employment with or render services to or with any former employee of the Company, whose employment other person unaffiliated with the Company was terminated by Group or hire or retain any such party at least three (3) months prior employee, consultant, representative or agent or any Covered Person, or take any action to materially assist or aid any other person in identifying, hiring or soliciting any such solicitation employee, consultant, representative or hiring and whose termination was not encouraged, solicited agent or induced by Executiveany Covered Person.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment with the Company and for one year thereafterthe Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or controlled affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or controlled affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Executive’s employment with the Company and the Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries controlled affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or controlled affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii) shall while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, a general solicitation that is not preclude Executive from (x) making generalized solicitations for employees targeted at employees, representatives, agents, vendors, joint venturers, or licensors of the Company through advertisements or search firms, (or hiring any such persons through such solicitationits subsidiaries controlled affiliates shall not constitute a breach of this Section 9(c)(ii), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for one year thereaftera period of twelve (12) months after termination of employment by either party (not taking into account any continuation of salary and benefits under Section 6(d)(ii)), Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries (or any parent of the Company for which the Employee has performed services as an employee, consultant, independent contractor, officer, manager or director thereof), to purchase goods or services sold or proposed to be sold by the Company or any of its subsidiaries or any such parent as of the date of termination of employment, from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer to purchase goods or services then sold by the Company or any of its subsidiaries or any such parent. (ii) During the Employee’s employment with the Company and for a period of twelve (12) months thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company (or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee parent of the Company for which the Employee has performed services as an employee, consultant, independent contractor, officer, manager or any of its subsidiaries director thereof) to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries (or any parent of the Company for which the Employee has performed services as an employee, consultant, independent contractor, officer, manager or director thereof) and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii8(c)(ii) shall not preclude Executive from while so employed or retained as the case may be, and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for a period of one year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries to purchase or rent goods or services then sold or rented by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other person or entity in identifying or soliciting any such customer. (ii) During the Term and for a period of one year thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries (other than the Employee’s personal assistant) to purchase goods leave such employment or retention or to accept employment with or render services then sold by the Company to or with any of its subsidiaries from another other person, firm, corporation or other entity unaffiliated with the Company or any of its subsidiaries or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other persons person, firm, corporation or other entity in identifying identifying, hiring or soliciting any such customer employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, joint venturers or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries to leave such employment or to accept employment with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their joint venturers; provided, however, that this Section 9(c)(ii) shall not preclude Executive from (x) making generalized solicitations for employees the Employee’s establishment of the Company through advertisements a relationship with any vendor, joint venture or search firms, (or hiring any such persons through such solicitation), provided licensor that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment also has a relationship with the Company was terminated shall not in and of itself be deemed to be interference in breach of this clause. An employee, representative or agent shall be deemed covered by such party at least three clause (3B) of the preceding sentence while so employed or retained and for a period of six months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for one year a period of eighteen (18) months thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunderperformance of his services to the Company Group, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company Group or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company for radio, outdoor, or any of its subsidiaries internet advertising that is primarily audio from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer or (B) interferecustomer, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company Group or any of its subsidiaries or affiliates (other than the Employee’s executive assistant) to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Group or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company Group or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii4(C) while so employed or retained and for a period of six (6) months thereafter. This Section 4(C) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements be violated by general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at any such employee Company Group-related persons or entities; by sales of advertising or similar products to customers of the Company, Company Group except as would violate Section 4(B); or (y) soliciting or hiring any former employee of by the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by ExecutiveEmployee serving as a reference.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment with the Company and for one year a period of twelve (12) months thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries direct affiliates to purchase goods or services then sold by the Company or any of its subsidiaries direct affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer or (B) interferecustomer, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries direct affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries direct affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(b) while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Section 9(b) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements be violated by general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at any such employee of the Company, -related persons or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment hereunder and for one year thereaftera period of twelve (12) months following Employee’s Termination pursuant to a Qualifying Termination, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual customer, tenant or mortgagee (or any person or entity that isto whom the Company has leased property or provided capital, directly or was during indirectly, within the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer 18 months) of the Company or any of its subsidiaries affiliates to purchase goods or services or enter into transactions for the purchase, sale, lease, license or financing of real property then sold offered by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer customer, tenant or (B) interferecounterparty, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates with whom the Employee, during the term of his employment had contact or became aware of, or about whom the Employee has trade secret or Confidential Information, to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such NY\2533556.8 employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(c) shall not preclude Executive from (x) making generalized solicitations while so employed or retained and for employees a period of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such thereafter. Notwithstanding the foregoing, the provisions of this Section 9(c) shall not be violated by general advertising or solicitation not specifically targeted at Company-related persons or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment with the Company and for a period of one (1) year thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company Company, Parent or any of its subsidiaries an Affiliate to purchase goods or services then sold by the Company Company, Parent or any of its subsidiaries Affiliate from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interferecustomer, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company Company, Parent or any of its subsidiaries Affiliate to leave such employment or retention or, in the case of employees, to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, Parent or any Affiliate, or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company Company, Parent or any of its subsidiaries Affiliate and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii11(c) while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Section 11(c) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements be violated by general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at any such employee of the Company, Parent or (y) soliciting Affiliate-related individuals or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for a period of one (1) year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Employee’s employment with the Company and for a period of one (1) year thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii) shall not preclude Executive from while so employed or retained and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment hereunder and for one year thereaftera period of twelve (12) months following Employee’s Termination, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual person or entity that isthe Employee knows or reasonably should have known to be a customer, tenant or was during mortgagee (or any person or entity to whom the twelve-month period immediately prior Company to the termination of ExecutiveEmployee’s employment for any reasonknowledge (or reasonably should know) has leased property or provided capital, a customer directly or indirectly, within the prior 18 months) of the Company or any of its subsidiaries affiliates to purchase goods or services or enter into transactions for the purchase, sale, lease, license or financing of real property then sold offered by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer customer, tenant or (B) interferecounterparty, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee or individual independent contractor of the Company or any of its subsidiaries affiliates with whom the Employee, during the term of his employment had contact or became aware of, or about whom the Employee has trade secret or Confidential Information, to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employeeemployee or individual independent contractor, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employeeemployee or individual independent contractor, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any person or entity the Employee knows or reasonably should have known to be one of their joint venturers; providedrespective vendors, however, that this Section 9(c)(ii) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.joint

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for one year thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s 's duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s 's employment for any reason, a customer of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s 's duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries to leave such employment or to accept employment with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their joint venturers; ventures: provided, however, that this Section 9(c)(ii8(c)(ii) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for one year a period of eighteen (18) months thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunderperformance of his services to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer or (B) interferecustomer, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries or affiliates (other than the Employee’s executive assistants) to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii4(C) while so employed or retained and for a period of six (6) months thereafter. This Section 4(C) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements be violated by general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at any such employee Company-related persons or entities; by sales of advertising or similar products to customers of the Company, Company except as would violate Section 4(B); or (y) soliciting or hiring any former employee of by the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by ExecutiveEmployee serving as a reference.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment hereunder and for one year thereaftera period of twelve (12) months following Employee’s Termination pursuant to a Qualifying Termination, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual customer, tenant or mortgagee (or any person or entity that isto whom the Company has leased property or provided capital, directly or was during indirectly, within the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer 18 months) of the Company or any of its subsidiaries affiliates to purchase goods or services or enter into transactions for the purchase, sale, lease, license or financing of real property then sold offered by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer customer, tenant or (B) interferecounterparty, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates with whom the Employee, during the term of his employment had contact or became aware of, or about whom the Employee has trade secret or Confidential Information, to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such LA\2420372.9 employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii9(c) shall not preclude Executive from (x) making generalized solicitations while so employed or retained and for employees a period of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such thereafter. Notwithstanding the foregoing, the provisions of this Section 9(c) shall not be violated by general advertising or solicitation not specifically targeted at Company-related persons or hiring and whose termination was not encouraged, solicited or induced by Executiveentities.

NONSOLICITATION; NONINTERFERENCE. (i) 1. During the Employment Term Executive’s employment with the Company and for one year thereafterduring the Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation Company or other entity, : (Aa) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation Company or other entity entity; (b) solicit, aid or induce any customer of the Company to reduce or eliminate its or their purchases from or business with the Company; (c) solicit, aid or induce any vendor or subcontractor of the Company to reduce or eliminate its or their sales to or business with the Company; or (d) assist or aid any other persons or entity in identifying identifying, soliciting, or soliciting influencing any such customer customer, vendor or (B) interfere, or aid or induce any other person or entity in interfering, subcontractor. 2. During the Executive’s employment with the relationship between Company and during the Company or any of its subsidiaries and any of their respective vendorsRestricted Period, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation Company or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation Company or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation Company or other entity in identifying, hiring or soliciting any such employee, representative or (B) interfereagent. An employee, representative or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their joint venturers; provided, however, that agent shall be deemed covered by this Section 9(c)(ii8(C)(2) shall not preclude Executive from while so employed or retained and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee's employment with the Company and for a period of one year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executive’s the Employee's duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii10(b)(i) while so employed or retained and for a period of six months thereafter. (ii) Notwithstanding the foregoing, the provisions of this Section 10(b) shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at Company-related persons or entities, (B) the Employee serving as a reference, upon request, for any such employee of the CompanyCompany or any of its subsidiaries or affiliates so long as such reference is not for an entity that is employing or retaining the Employee, or (yC) actions taken by any person or entity with which the Employee is associated if the Employee is not personally involved in any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivehiring.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for a period of one (1) year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer customer. (ii) During the Employee’s employment with the Company and for a period of one (1) year thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee, representative or agent of the Company or any of its subsidiaries to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, joint venturers or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries to leave such employment or to accept employment with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their joint venturers; provided, however, that this Section 9(c)(ii) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for a period of one (1) year thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of the Executive’s employment for any reason, a customer or supplier of the Company Group to purchase goods or services then sold by the Company Group from another person, firm, corporation or other entity, or stop supplying or purchasing, as applicable, or decrease the amount of goods, materials or services being supplied to or purchased from the Company Group, as applicable, or assist or aid any other persons or entity in identifying or soliciting any such customer or supplier. (ii) During the Employment Term and for a period of one (1) year thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries Group to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Group or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries Group and any of their respective vendors, joint venturers; provided, however, that venturers or licensors. Any person described in this Section 9(c)(ii) shall not preclude Executive from be deemed covered by this Section 9(c)(ii) while so employed or retained and for a period of twelve (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (312) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Participant’s employment with the Company and for one year thereafterthe Restricted Period (as defined below), Executive the Participant agrees that Executive the Participant shall not, except in the furtherance of Executivethe Participant’s duties hereunderto the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Participant’s employment with the Company and the Restricted Period, the Participant agrees that the Participant shall not, except in the furtherance of the Participant’s duties to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii12(b)(ii) shall while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, a general solicitation that is not preclude Executive from (x) making generalized solicitations for employees targeted at employees, representatives, or agents of the Company through advertisements or search firms, (or hiring any such persons through such solicitationshall not constitute a breach of this Section 12(b)(ii), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for a period of one year (1) years thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Employee’s employment with the Company and for a period of one (1) year thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii) shall not preclude Executive from while so employed or retained and for a period of six (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (36) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment hereunder and for one year thereaftera period of twelve (12) months following Employee’s Termination, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual person or entity that isthe Employee knows or reasonably should have known to be a customer, tenant or was during mortgagee (or any person or entity to whom the twelve-month period immediately prior Company to the termination of ExecutiveEmployee’s employment for any reasonknowledge (or reasonably should know) has leased property or provided capital, a customer directly or indirectly, within the prior 18 months) of the Company or any of its subsidiaries affiliates to purchase goods or services or enter into transactions for the purchase, sale, lease, license or financing of real property then sold offered by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer customer, tenant or (B) interferecounterparty, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates with whom the Employee, during the term of his employment had contact or became aware of, or about whom the Employee has trade secret or Confidential Information, to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their joint venturers; provided, however, that this Section 9(c)(ii) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.aid

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Executive’s employment with the Company and for a period of one (1) year thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During the Executive’s employment with the Company and for a period of two (2) years thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii11(c)(ii) while so employed or retained and for a period of six (6) months thereafter. (iii) Notwithstanding the foregoing, the provisions of this Section 11(c) shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at Company-related persons or entities or (B) the Executive serving as a reference, upon request, for any such employee of the Company, Company or (y) soliciting any of its subsidiaries or hiring any former employee of affiliates so long as such reference is not for an entity that is employing or retaining the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executive.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term Employee’s employment with the Company and for a period of one (1) year thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii10(b) while so employed or retained and for a period of six (6) months thereafter. (i) Notwithstanding the foregoing, the provisions of this Section 10(b) shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at Company-related persons or entities, (B) the Employee serving as a reference, upon request, for any such employee of the CompanyCompany or any of its subsidiaries or affiliates so long as such reference is not for an entity that is employing or retaining the Employee, or (yC) actions taken by any person or entity with which the Employee is associated if the Employee is not personally involved in any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivehiring.

NONSOLICITATION; NONINTERFERENCE. (i) During For a period of two (2) years after the Employment Term and for one year thereafterEffective Date, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) ), solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries affiliates to purchase goods or services then sold by the Company or any of its subsidiaries affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or customer., (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employeeagent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries affiliates and any of their respective vendors, joint venturers; provided, howeverlicensors or tenants. An employee, that representative or agent shall be deemed covered by this Section 9(c)(ii6(c)(i) while so employed or retained and for a period of six (6) months thereafter. (ii) Notwithstanding the foregoing, the provisions of this Section 6(c) shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at Company-related persons or entities, (B) the Employee serving as a reference, upon request, for any such employee of the CompanyCompany or any of its affiliates so long as such reference is not for an entity that is employing or retaining the Employee, or (yC) actions taken by any person or entity with which the Employee is associated if the Employee is not personally involved in any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivehiring.

NONSOLICITATION; NONINTERFERENCE. (i) During Executive’s employment with the Employment Term Company and for a period of one (1) year thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. (ii) During Executive’s employment with the Company and for a period of one (1) year thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual advisor, consultant, employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such advisor, consultant, employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; provided, however, that venturers or licensors. Any person described in this Section 9(c)(ii7(c) shall not preclude Executive from be deemed covered by this Section while so employed or retained and for a period of twelve (x) making generalized solicitations for employees of the Company through advertisements or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are not specifically targeted at any such employee of the Company, or (y) soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (312) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivethereafter.

NONSOLICITATION; NONINTERFERENCE. (i) i. During the Employment Term and for one year thereafterRestriction Period, Executive agrees you agree that Executive you shall not, except directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. ii. During the furtherance of Executive’s duties hereunderRestriction Period, you agree that you shall not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any individual employee, representative or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer agent of the Company or any of its subsidiaries to purchase goods or services then sold by the Company or any of its subsidiaries from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee of the Company or any of its subsidiaries Affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries Affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii4.c.ii. while so employed or retained and for a period of six (6) months thereafter. iii. Notwithstanding the foregoing, the provisions of this Section 4.c. shall not preclude Executive from be violated by (xA) making generalized solicitations for employees of the Company through advertisements general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at Company- or Affiliate-related persons or entities, (B) you serving as a reference, upon request, for any such employee of the CompanyCompany or any of its Affiliates so long as such reference is not for an entity that is employing or retaining you, or (yC) actions taken by any person or entity with which you are associated if you are not personally involved in any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring any former employee of the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by Executivehiring.

NONSOLICITATION; NONINTERFERENCE. (i) During the Employment Term and for one year a period of eighteen (18) months thereafter, Executive the Employee agrees that Executive the Employee shall not, except in the furtherance of Executivethe Employee’s duties hereunderperformance of his services to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (Ai) solicit, aid or induce any individual or entity that is, or was during the twelve-month period immediately prior to the termination of Executive’s employment for any reason, a customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company for radio, outdoor, or any of its subsidiaries internet advertising that is primarily audio from another person, firm, corporation or other entity or assist or aid any other persons person or entity in identifying or soliciting any such customer or (B) interferecustomer, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries and any of their respective vendors, or licensors. (ii) During the Employment Term and for two years thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee employee, representative or agent of the Company or any of its subsidiaries or affiliates (other than the Employee’s executive assistants) to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (Biii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers; providedventurers or licensors. An employee, however, that representative or agent shall be deemed covered by this Section 9(c)(ii4(C) while so employed or retained and for a period of six (6) months thereafter. This Section 4(C) shall not preclude Executive from (x) making generalized solicitations for employees of the Company through advertisements be violated by general advertising or search firms, (or hiring any such persons through such solicitation), provided that such solicitations are solicitation not specifically targeted at any such employee Company-related persons or entities; by sales of advertising or similar products to customers of the Company, Company except as would violate Section 4(B); or (y) soliciting or hiring any former employee of by the Company, whose employment with the Company was terminated by such party at least three (3) months prior to such solicitation or hiring and whose termination was not encouraged, solicited or induced by ExecutiveEmployee serving as a reference.