BUT NOT AT NATIONAL EVENTS OR ANY NEW PROFESSIONAL DRAG
RACING EVENTS.
SELLER FURTHER AGREES THAT IT (X) WILL NOT CONDUCT EXHIBITIONS
OF TOP FUEL OR FUNNY CAR VEHICLES IN ANY MANNER THAT WOULD CONSTITUTE A SERIES;
AND (Y) WILL ONLY CONDUCT SUCH EXHIBITIONS IN CONJUNCTION WITH ASSOCIATION DRAG
RACING AND NOT AS A STAND-ALONE EVENT; AND (Z) EXCEPT FOR THE ACTIVITIES
DESCRIBED IN PARAGRAPHS (A), (B) AND (C)(III) OF THE DEFINITION OF THE TERM
"ASSOCIATION DRAG RACING" AS SET FORTH IN THE KEY DEFINITIONS AGREEMENT, AND
EXCEPT IN CONNECTION WITH THE EXERCISE OF ITS PROTECTED TV RIGHTS (AS DEFINED IN
THE BRAND LICENSE AGREEMENT), SELLER WILL NOT PRODUCE ANY TELEVISION PROGRAM
ABOUT AN ASSOCIATION DRAG RACING ACTIVITY THAT INCLUDES FOOTAGE OF ANY TOP FUEL
OR FUEL FUNNY CAR EXHIBITION.
(C)
EXCEPT AS OTHERWISE SET FORTH IN SECTIONS 9.8(A) AND (B) ABOVE,
WITH RESPECT TO ALL OTHER CLASSES OF VEHICLES, BUYER MAY CONDUCT SUCH EXHIBITION
AND/OR PROMOTIONAL ACTIVITIES WITHOUT RESTRICTION AND SELLER MAY CONDUCT OR SUCH
EXHIBITION AND/OR PROMOTIONAL ACTIVITIES AT ANY ASSOCIATION DRAG RACING EVENT.
9.9
EQUITABLE RELIEF.
EACH OF BUYER AND SELLER ACKNOWLEDGES THAT THE
TERMS, CONDITIONS AND RESTRICTIONS IN SECTIONS 9.6, 9.7 AND 9.8 ABOVE ARE
REASONABLE AND NECESSARY IN ORDER TO PROTECT AND MAINTAIN THE GOODWILL,
PROPRIETARY AND OTHER LEGITIMATE BUSINESS INTERESTS OF THE PURCHASED BUSINESS
AND THE RETAINED BUSINESS.
EACH OF BUYER AND SELLER FURTHER AGREES THAT THE
ACTUAL OR THREATENED BREACH BY BUYER AND/OR SELLER OF SUCH COVENANTS WOULD CAUSE
IMMEDIATE, SUBSTANTIAL, AND IRREPARABLE HARM TO THE OTHER PARTY, FOR WHICH THE
FULL EXTENT OF RESULTING INJURY WOULD BE IMPOSSIBLE TO CALCULATE, AND BUYER
AND/OR SELLER THEREFORE WILL NOT HAVE AN ADEQUATE REMEDY AT LAW.
ACCORDINGLY,
EACH OF BUYER AND SELLER AGREES THAT TEMPORARY AND PERMANENT INJUNCTIVE RELIEF
WOULD BE APPROPRIATE REMEDIES AGAINST SUCH BREACH, WITHOUT BOND OR SECURITY,
WHICH IS HEREBY WAIVED BY EACH OF BUYER AND SELLER TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LEGAL REQUIREMENTS.
9.10
SPECIAL SEVERABILITY PROVISIONS.
IF ONE OR MORE PROVISIONS OF
SECTIONS 9.6, 9.7, 9.8 OR 9.9 ARE HELD TO BE ILLEGAL, OVERLY BROAD, OR OTHERWISE
UNENFORCEABLE, IT IS THE INTENT OF THE PARTIES TO THIS AGREEMENT THAT SUCH
ILLEGAL, OVERLY BROAD, OR OTHERWISE UNENFORCEABLE PORTION(S) SHALL BE AMENDED
(BY BLUE-PENCILING OR OTHERWISE) OR, IF BLUE-PENCILING OR SIMILAR PROCEDURES ARE
NOT AVAILABLE, LIMITED OR EXCLUDED FROM SECTIONS 9.6, 9.7, 9.8 OR 9.9, AS
APPLICABLE AND AS NECESSARY, SO THAT THE REMAINING PROVISIONS OF SECTIONS 9.6,
9.7, 9.8 OR 9.9, AS APPLICABLE, SHALL BE ENFORCEABLE IN ACCORDANCE WITH THEIR
TERMS.
9.11
BUYER EMPLOYEE NON-SOLICITATION.
DURING THE PERIOD COMMENCING ON
THE CLOSING DATE AND ENDING ON THE SECOND ANNIVERSARY OF THE CLOSING DATE,
NEITHER SELLER NOR ANY OF ITS AFFILIATES SHALL, DIRECTLY OR INDIRECTLY, SOLICIT
ANY EMPLOYEE OF BUYER OR ANY AFFILIATE OF BUYER, INCLUDING ANY TRANSFERRING
EMPLOYEE, TO BECOME EMPLOYED WITH SELLER OR ANY OF ITS AFFILIATES, OR INDUCE OR
ENCOURAGE ANY SUCH EMPLOYEE TO LEAVE THE EMPLOY OR TERMINATE OR LIMIT HIS OR HER
BUSINESS RELATIONSHIP WITH