Common use of RESTRICTIONS ON THE SELLERS Clause in Contracts

RESTRICTIONS ON THE SELLERS. 11.1 The Warrantor undertakes to the Buyer that he or she shall not do any of the following in any capacity, whether on his own behalf, or on behalf of, or jointly with, any other person: 11.1.1 at any time during the period of 2 years from Completion (the Restricted Period) carry on, be concerned or assist in any way, a business which is or would be in competition with the Business as it was carried on at Completion; or 11.1.2 at any time during the Restricted Period, canvass, solicit or otherwise seek or accept the custom of any person who has been a client or customer of the Company at any time during the period of twelve months prior to Completion; or 11.1.3 at any time during the Restricted Period employ or engage, or offer to employ or engage, or solicit or otherwise entice or attempt to entice away from the Company, any person who is employed or engaged by the Company; or 11.1.4 at any time after Completion, use in the course of any business any trade or service m▇▇▇, business or domain name, design or logo which, at Completion, was or had been used by the Company, or anything which is, in the reasonable opinion of the Buyer, capable of confusion with such words, m▇▇▇, name, design or logo. 11.2 The covenants in clause 11.1 are intended for the benefit of, and shall be enforceable by, each of the Buyer and the Company and apply to actions carried out by the Warrantor in any capacity (including as shareholder, partner, director, principal, consultant, officer, employee, agent or otherwise) and whether directly or indirectly, on the Warrantor’s own behalf or on behalf of, or jointly with, any other person. 11.3 Nothing in clause 11.1 shall prevent the Warrantor from: 11.3.1 holding for investment purposes only: 11.3.1.1 units of any authorised unit trust; or 11.3.1.2 not more than 3% of any class of shares or securities of any company traded on a recognised investment exchange (within the meaning of FSMA); or 11.3.2 from providing handover or consultancy services to the Buyer and/or the Company following Completion. 11.4 Each undertaking in clause 11.1 is a separate undertaking of the Warrantor and shall be enforceable separately and independently by the Buyer. Each such undertaking is considered fair and reasonable by the parties in order to assure the Buyer the full benefit of the Business and goodwill of the Company. 12 Seller’s Protections 12.1 Provided that the Purchase Price shall not exceed £389,299.50, any increase in the Recurring Income which is affordable to any Recurring Income which is attributable to any increase in fees or commissions payable by any Client during the Recurring Income Period shall be for the benefit of the Sellers when calculating the Recurring Income in the Recurring Income Period. 12.2 Until such time as the First Instalment has been paid by the Buyer to the Sellers, pursuant to clause 3.2.2 above, the Buyer: 12.2.1 shall promptly provide the Sellers with such documentation and information as the Sellers may reasonably require for the purposes of verifying the Recurring Income, any sums due to the Sellers pursuant to clause 3 above and/or any Old Income Claw-back; and 12.2.2 shall provide the Sellers on a quarterly basis with a commission statement setting out the Recurring Income received by each individual Client in the preceding quarter. 12.3 In the event that the Buyer effects a reorganisation of the Company (a Reorganisation) which results in the business as carried on by the Company being operated through another company (or companies) within the Buyer’s Group (or otherwise transfers any material part of the business or undertaking of the Company out of the Company and into another company (or companies) within the Buyer’s Group) (the affected business of the Company being the Transferred Business) prior to the agreement or determination of the Recurring Income in accordance with the terms of this Agreement then the Buyer shall procure that such documents and information shall be made available to the Sellers on written request for the Company and/or the Transferred Business, if applicable, in such a manner that they are directly comparable with the documents and information that would have been available to the Sellers (including pursuant to clause 12.1) if the Company or the Transferred Business had not been transferred and in such a manner that the Recurring Income is readily and fairly identifiable and separate from the recurring income of that part of the Buyer’s Group with which it has been merged or transferred to, which will be made available to the Sellers upon their request, in order for the Sellers to review the Recurring Income.

RESTRICTIONS ON THE SELLERS. 11.1 The Warrantor Each of the Sellers severally for itself only undertakes to each of the Buyer and the Company that he or she it shall not do any of the following in any capacity, whether on his own behalf, or on behalf of, or jointly with, any other personnot: 11.1.1 at any time during the period of 2 years from Completion (the Restricted Period) carry on, be concerned or assist in any way, a business which is or would be in competition with the Business as it was carried on at Completion; or 11.1.2 at any time during the Restricted Period, canvass, solicit or otherwise seek or accept the custom of any person who has been a client or customer of the Company at any time during the period of twelve months prior to Completion; or 11.1.3 at any time during the Restricted Period employ or engage, or offer to employ or engage, or solicit or otherwise entice or attempt to entice away from the Company, any person who is employed or engaged by the Company; or 11.1.4 at any time after CompletionClosing, use in the course of any business business: 11.1.1.1 the words "Quantum Hydrogen" or “Mesabi Hydrogen”; 11.1.1.2 any trade or service m▇▇▇mark, business or domain name, design or logo which, at CompletionClosing, was is or had has been used by the Company, Company or MHI in connection with the Business; or 11.1.1.3 anything which iswhich, in the reasonable opinion of the Buyer, is capable of confusion with such the words, m▇▇▇marks, namenames, design designs or logologos referred to in clause 11.1.1.1 or clause 11.1.3.2; 11.1.2 at any time after Closing, do or say anything which may be harmful to the reputation of the Company or MHI; or 11.1.3 at any time after Closing, present itself or permit itself to be presented as: 11.1.3.1 connected in any capacity with the Company or MHI; or 11.1.3.2 interested or concerned in any way in the Sale Shares (or any of them). 11.2 The covenants undertakings in clause 11.1 are intended for the benefit of, and shall be enforceable by, each of the Buyer and Buyer, the Company and MHI and shall apply to actions carried out by each of the Warrantor Sellers (or any member of each Seller's respective Group as such Group is constituted after Closing) in any capacity (including as shareholder, partner, director, principal, consultant, officer, employee, agent or otherwise) and whether directly or indirectly, on behalf of the Warrantor’s own behalf Sellers (or any other member of its Group) or on behalf of, or jointly with, any other person. 11.3 Nothing in clause 11.1 shall prevent any of the Warrantor from: 11.3.1 Sellers (or any member of each Seller's respective Group) from holding for investment purposes only: 11.3.1.1 11.3.1 any units of any authorised unit trust; or 11.3.1.2 11.3.2 not more than 3% of any class of shares or securities of any company traded on a recognised market operated by an investment exchange (within recognised by the meaning of FSMA); or 11.3.2 from providing handover or consultancy services to the Buyer and/or the Company following CompletionFinancial Conduct Authority. 11.4 Nothing in this clause shall prevent the Sellers or any other person connected to them from acting under and in accordance with any agreement or appointment with the Buyer or a member of its Group. 11.5 Each undertaking of the Sellers’ undertakings in clause 11.1 is a separate undertaking of the Warrantor and shall be enforceable by the Buyer, the Company and MHI separately and independently by of their right to enforce any one or more of the Buyerother undertakings contained in that clause. 11.6 The parties acknowledge that each of the Sellers has confidential information relating to the Business and that the Buyer is entitled to protect the goodwill of the Business as a result of buying the Sale Shares. Each such undertaking Accordingly, each of the undertakings in clause 11.1 is considered fair and reasonable by the parties parties. 11.7 Each undertaking in order clause 11.1 is given for the purpose of assuring to assure the Buyer the full value and benefit of the Business and goodwill of the Company. 12 Seller’s Protections 12.1 Provided that the Purchase Price shall not exceed £389,299.50, any increase and in the Recurring Income which is affordable to any Recurring Income which is attributable to any increase in fees or commissions payable by any Client during the Recurring Income Period shall be for the benefit consideration of the Sellers when calculating Buyer's agreement to acquire the Recurring Income in the Recurring Income Period. 12.2 Until such time as the First Instalment has been paid by the Buyer to the Sellers, pursuant to clause 3.2.2 above, the Buyer: 12.2.1 shall promptly provide the Sellers with such documentation and information as the Sellers may reasonably require for the purposes of verifying the Recurring Income, any sums due to the Sellers pursuant to clause 3 above and/or any Old Income Claw-back; and 12.2.2 shall provide the Sellers Sale Shares on a quarterly basis with a commission statement setting out the Recurring Income received by each individual Client in the preceding quarter. 12.3 In the event that the Buyer effects a reorganisation of the Company (a Reorganisation) which results in the business as carried on by the Company being operated through another company (or companies) within the Buyer’s Group (or otherwise transfers any material part of the business or undertaking of the Company out of the Company and into another company (or companies) within the Buyer’s Group) (the affected business of the Company being the Transferred Business) prior to the agreement or determination of the Recurring Income in accordance with the terms of this Agreement then the Buyer shall procure that such documents and information shall be made available to the Sellers on written request for the Company and/or the Transferred Business, if applicable, in such a manner that they are directly comparable with the documents and information that would have been available to the Sellers (including pursuant to clause 12.1) if the Company or the Transferred Business had not been transferred and in such a manner that the Recurring Income is readily and fairly identifiable and separate from the recurring income of that part of the Buyer’s Group with which it has been merged or transferred to, which will be made available to the Sellers upon their request, in order for the Sellers to review the Recurring Incomeagreement.