Common use of Restrictions on Competitive Activities Clause in Contracts

Restrictions on Competitive Activities. Each Seller and each Selling Shareholder agrees that, after the Closing, Buyer shall be entitled to the goodwill and going concern value of the Business and to protect and preserve the same to the maximum extent permitted by law. Each of Sellers and the Selling Shareholders also acknowledge that their respective management contributions to the Business have been uniquely valuable and involve proprietary information that would be competitively unfair to make available to any competitor of the Business. For these and other reasons and as an inducement to Buyer to enter into this Agreement, each Seller and each Selling Shareholder agrees that for a period of 5 years following the Closing Date such Seller or such Selling Shareholder will not, directly or indirectly, for its or his own benefit or as agent for another, carry on or participate in the ownership, management or control of, or the financing of, or be employed by, or consult for or otherwise render services to, or allow its or his name or reputation to be used in or by any other present or future business enterprise that competes with Buyer in activities similar to the Business as of the Closing Date in the United States for so long as Buyer or any person entitled to or acquiring ownership of the goodwill of the Business or the Purchased Assets through Buyer carries on a like business therein, but in no event more than the said 5-year period.