PRIOR TO THE CLOSING DATE,
INCLUDING, WITHOUT LIMITATIONS, INTERNET REFERENCE CONTENT RELATED BUSINESS AND
ANY BUSINESS ASSOCIATED WITH LANGUAGE REFERENCE, GENERAL REFERENCE OR QUESTION
AND ANSWER INFORMATION DELIVERED OVER THE INTERNET. FOR THE PURPOSE OF THIS
SECTION 6.4, THE TERM "COMPANY" SHALL INCLUDE THE COMPANY, PURCHASER AND THEIR
RESPECTIVE AFFILIATES.
6.4.2.
WITHOUT LIMITING THE GENERALITY OF
SECTION 6.4.1, DURING THE NON-COMPETITION PERIOD, NEITHER SELLERS NOR ANY OF
THEIR RESPECTIVE AFFILIATES SHALL REGISTER, CAUSE TO BE REGISTERED, CLAIM,
CAUSE TO BE CLAIMED OR TAKE ANY ACTION TO REGISTER OR CLAIM ANY RIGHTS IN AND TO
ANY TRADEMARK, SERVICE MARK OR ANY MARKS THAT ARE CONFUSINGLY SIMILAR TO ANY
COMPANY WEB SITE, DOMAIN NAMES OR URLS INCLUDED (OR WHICH SHOULD HAVE BEEN
INCLUDED) IN THE COMPANY REGISTERED INTELLECTUAL PROPERTY, AND SHALL NOT
REGISTER ANY DOMAIN NAME THAT CONTAINS THE WORD "REFERENCE", "DICTIONARY",
"THESAURUS" OR ANY WORD WHICH IS A MISSPELLING OF, OR POTENTIALLY CONFUSINGLY
SIMILAR NAME TO, ANY COMPANY WEB SITE, DOMAIN NAMES OR URLS INCLUDED (OR WHICH
SHOULD HAVE BEEN INCLUDED) IN THE COMPANY REGISTERED INTELLECTUAL PROPERTY.
IN
ADDITION, NEITHER SELLERS NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL REGISTER
OR CHALLENGE ANY RIGHTS OF THE COMPANY IN ANY COMPANY-OWNED IP RIGHTS.
6.4.3.
EACH OF THE SELLERS EXPRESSLY
ACKNOWLEDGES THAT DAMAGES ALONE WILL BE AN INADEQUATE REMEDY FOR ANY BREACH OR
VIOLATION OF ANY OF THE PROVISIONS OF THIS SECTION 6.4, AND PURCHASER, IN
ADDITION TO ALL OTHER REMEDIES AVAILABLE AT LAW OR HEREUNDER, SHALL BE ENTITLED,
AS A MATTER OF RIGHT, TO INJUNCTIVE RELIEF, INCLUDING SPECIFIC PERFORMANCE, WITH
RESPECT TO ANY SUCH BREACH OR VIOLATION, IN ANY COURT OF COMPETENT
JURISDICTION.
IF ANY OF THE PROVISIONS OF THIS SECTION 6.4 ARE HELD TO BE IN
ANY RESPECT AN UNREASONABLE RESTRICTION UPON ANY PARTY RESTRICTED HEREBY, THEN
THEY SHALL BE DEEMED TO EXTEND ONLY OVER THE MAXIMUM PERIOD OF TIME, GEOGRAPHIC
AREA OR RANGE OF ACTIVITIES AS TO WHICH THEY MAY BE ENFORCEABLE.
IN THE EVENT
THAT A SELLER SHALL BE IN VIOLATION OF THE PROVISIONS OF THIS SECTION 6.4, THEN
THE RUNNING OF THE NON-COMPETITION PERIOD WITH RESPECT TO SUCH SELLER SHALL BE
AUTOMATICALLY SUSPENDED UPON THE DATE OF SUCH VIOLATION AND SHALL RESUME ON THE
DATE SUCH VIOLATION CEASES, AND ACCORDINGLY THE NON-COMPETITION PERIOD SHALL BE
EXTENDED FOR A PERIOD OF TIME EQUAL TO THE PERIOD OF TIME DURING WHICH SUCH
BREACH SHALL OCCUR; AND, IN THE EVENT THAT PURCHASER SHOULD BE REQUIRED TO SEEK
RELIEF FROM SUCH BREACH IN ANY COURT, BOARD OF ARBITRATION OR OTHER TRIBUNAL,
THEN THE NON-COMPETITION PERIOD SHALL BE EXTENDED FOR THE PERIOD OF TIME
REQUIRED FOR THE PENDENCY OF SUCH PROCEEDINGS, INCLUDING ALL APPEALS.
6.4.4.
EACH OF THE SELLERS ACKNOWLEDGES
THAT HE HAS HAD ACCESS TO, AND BECAME FAMILIAR WITH, PROPRIETARY INFORMATION OF
THE COMPANY (AS DEFINED IN THE CONFIDENTIALITY AGREEMENT) AND THAT SUCH
PROPRIETARY INFORMATION IS A VALUABLE AND UNIQUE ASSET OF THE COMPANY AND IS AND
WILL REMAIN THE EXCLUSIVE PROPERTY OF THE COMPANY. THEREFORE, EACH OF THE
SELLERS AGREES AND