FURTHER AGREE THAT SUCH A BREACH
WOULD CAUSE IRREPARABLE HARM, AND THAT THE NON-BREACHING PARTY SHALL BE ENTITLED
TO TEMPORARY AND PERMANENT INJUNCTIVE RELIEF WITHOUT THE NECESSITY OF PROVING
ACTUAL DAMAGES.
IN THE EVENT OF SUCH A BREACH, THE BREACHING PARTY AGREES THAT
THE NON-BREACHING PARTY SHALL BE ENTITLED TO SUCH INJUNCTIVE RELIEF, INCLUDING
TEMPORARY RESTRAINING ORDERS, PRELIMINARY INJUNCTIONS AND PERMANENT INJUNCTIONS
AS A COURT OF COMPETENT JURISDICTION SHALL DETERMINE.
(C)
IF ANY OF THE PROVISIONS OF THIS SECTION
5.8 IS INVALID IN PART, IT SHALL BE CURTAILED, AS TO TIME, LOCATION OR SCOPE, TO
THE MINIMUM EXTENT REQUIRED FOR ITS VALIDITY UNDER THE LAWS OF THE UNITED STATES
AND SHALL BE BINDING AND ENFORCEABLE WITH RESPECT TO THE BUYERS AND SELLERS AS
SO CURTAILED.
(D)
SOLELY WITH RESPECT TO SECTIONS 5.8 AND 5.9,
THE TERM "AFFILIATE" SHALL MEAN (I) IN THE CASE OF THE SELLERS, THE SELLERS,
IHI, AND EACH OF THEIR AND ITS SUBSIDIARIES AND ANY PERSON THAT DIRECTLY OR
INDIRECTLY, THROUGH ONE OR MORE INTERMEDIARIES IS CONTROLLED BY, OR IS UNDER
COMMON CONTROL WITH, IHI, THE SELLERS AND EACH OF THEIR SUBSIDIARIES; PROVIDED,
HOWEVER THAT IN NO EVENT SHALL "AFFILIATE" BE DEEMED TO INCLUDE ANY IHI
STOCKHOLDER SOLELY IN ITS CAPACITY AS SUCH; AND (II), IN THE CASE OF THE BUYERS,
TAYLOR & FRANCIS GROUP PLC AND EACH OF THEIR SUBSIDIARIES AND ANY PERSON THAT
DIRECTLY OR INDIRECTLY, THROUGH ONE OR MORE INTERMEDIARIES IS CONTROLLED BY, OR
IS UNDER COMMON CONTROL WITH, THE BUYERS, TAYLOR & FRANCIS PLC AND EACH OF THEIR
SUBSIDIARIES.
5.9.
COVENANT NOT TO COMPETE.
(A)
THE SELLERS ACKNOWLEDGE THAT THE AGREEMENTS
AND COVENANTS CONTAINED IN THIS SECTION 5.9 ARE ESSENTIAL TO PROTECT THE VALUE
OF THE ASSETS BEING ACQUIRED BY THE BUYERS.
THEREFORE, THE SELLERS AGREE THAT
FOR THE PERIOD COMMENCING ON THE CLOSING DATE AND ENDING ON THE SECOND (2ND)
ANNIVERSARY OF THE CLOSING DATE, THE SELLERS SHALL NOT, AND SHALL CAUSE ALL OF
THE AFFILIATES, SHAREHOLDERS, OFFICERS AND DIRECTORS OF THE SELLERS TO NOT:
(A)
PARTICIPATE OR ENGAGE, DIRECTLY OR INDIRECTLY, WHETHER AS AN EMPLOYEE, AGENT,
OFFICER, CONSULTANT, DIRECTOR, SHAREHOLDER, PARTNER, JOINT VENTURER, INVESTOR OR
OTHERWISE (I) IN PROVIDING, PUBLISHING, DISTRIBUTING, AND SELLING OR ARRANGING
OR FACILITATING THE DISTRIBUTION, PUBLISHING, PROVISION OR SELLING, OF
INFORMATION OR INFORMATION PRODUCTS TO PROFESSIONALS IN THE SCIENTIFIC,
TECHNICAL AND MEDICAL MARKETS OR (II) ENGAGING IN ANY OTHER BUSINESS CURRENTLY
CONDUCTED BY THE SELLERS; OR (B) INDUCE, SOLICIT OR ENDEAVOR TO ENTICE ANY
PERSON TO PROVIDE SERVICES AS A JOURNAL CONTRIBUTOR OR EDITOR OR BOOK AUTHOR FOR
ANY JOURNAL OR BOOK PUBLISHED (OR TO BE PUBLISHED IN ANY MEDIA) WHICH IS SIMILAR
TO OR COMPETITIVE WITH ANY PUBLICATION; PROVIDED, THAT THE FOREGOING SHALL NOT
PROHIBIT THE SELLERS FROM OWNING EQUITY SECURITIES IN A PUBLIC COMPANY IN AN
AMOUNT NOT TO EXCEED 5% OF THE ISSUED AND OUTSTANDING SHARES OF SUCH COMPANY;
AND PROVIDED, FURTHER THAT THE PARTIES ACKNOWLEDGE AND AGREE THAT THE BUSINESSES
CURRENTLY CONDUCTED BY IHI AND ITS SUBSIDIARIES (OTHER THAN THE SELLERS AND
PARTHENON