Common use of Restrictions on Competitive Activities Clause in Contracts

Restrictions on Competitive Activities. Seller agrees that after the Closing Buyer and Company 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. Seller also acknowledges that its 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 Company. For these and other reasons and as an inducement to Buyer to enter into this Agreement, Seller agrees that for a period of four years after the date hereof neither Seller nor any of its Affiliates will, directly or indirectly, for its 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 name or reputation to be used in or by any other present or future business enterprise in the defense (except for (i) intelligence systems that are manufactured by Seller's Telecommunications Group in Gaithersburg, Maryland and are designed to monitor or intercept communication signals, (ii) products for the telecommunications market currently manufactured or in development by ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ including, but not limited to, cellular and PCS base station subsystems, wireless local loop customer premise equipment, repeater subsystems for point to multi-point and medium power amplifiers and (iii) as an outside GaAs foundry for third parties) or space industry or that otherwise competes with the Products or the Business in each state of the United States and in each foreign jurisdiction in which the Business is conducted or the Products are sold as of the Closing Date.

Restrictions on Competitive Activities. Seller ▇▇▇▇▇▇ agrees that after the Closing Buyer and Company 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. Seller also acknowledges that its 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 Company. For these and other reasons and as an inducement to Buyer to enter into this Agreement, Seller agrees that for a period of four years after the date hereof neither Seller nor any of its Affiliates will, directly or indirectly, for its 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 name or reputation to be used in or by any other present or future business enterprise in the defense (except for (i) intelligence systems that are manufactured by Seller's Telecommunications Group in Gaithersburg, Maryland and are designed to monitor or intercept communication signals, (ii) products for the telecommunications market currently manufactured or in development by ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ including, but not limited to, cellular and PCS base station subsystems, wireless local loop customer premise equipment, repeater subsystems for point to multi-point and medium power amplifiers and (iii) as an outside GaAs foundry for third parties) or space industry or that otherwise competes with the Products or the Business in each state of the United States and in each foreign jurisdiction in which the Business is conducted or the Products are sold as of the Closing Date.