TIME TO TIME, THAT NEITHER SELLER, NOR ANY OF ITS AFFILIATES, WILL EITHER
ALONE OR JOINTLY WITH OTHERS, WHETHER AS PRINCIPAL, AGENT, MANAGER, SHAREHOLDER
OR IN ANY OTHER CAPACITY, DIRECTLY OR INDIRECTLY THROUGH ANY OTHER PERSON, FOR
ITS OWN BENEFIT OR THAT OF OTHERS, AT ANY TIME DURING THE PERIOD THAT IS THE
SHORTER OF (I) THREE YEARS FOLLOWING THE CLOSING DATE OR (II) THE DATE THAT IS
ONE YEAR FOLLOWING THE DATE THAT SELLER OR ANY ITS AFFILIATES CEASES TO REMAIN A
SHAREHOLDER IN BUYER (THE "RESTRICTED PERIOD"): ENGAGE IN, CARRY ON OR INVEST IN
THE BUSINESS OF OWNING OR OPERATING CABLE, SATELLITE, WIRELESS, OR VIDEO DSL
NETWORKS (THE "RESTRICTED BUSINESS") WITHIN FRANCE (OTHER THAN THE EXISTING
SHAREHOLDINGS LISTED IN SCHEDULE 5.13 OR AS A PASSIVE HOLDER FOR INVESTMENT ONLY
OF NO MORE THAN 5% OF ANY CLASS OF SHARES OR OTHER SECURITIES IN ANY ENTITY THAT
IS SO ENGAGING, CARRYING ON OR INVESTING IN A RESTRICTED BUSINESS).
THE
FOREGOING COVENANT IS AGREED TO BE FAIR AND REASONABLE TO PROTECT THE VALUE OF
THE INTERESTS BEING ACQUIRED BY BUYER AND EXTENSION OF THE COVENANT FOR THE ONE
YEAR PERIOD FOLLOWING THE DATE THAT SELLER OR ANY OF ITS
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AFFILIATES CEASES TO REMAIN A SHAREHOLDER IN BUYER IS AGREED TO BE FAIR AND
REASONABLE TO PROTECT CONFIDENTIAL INFORMATION OF BUYER TO WHICH SELLER WILL
HAVE ACCESS AS A SHAREHOLDER IN BUYER.
IF FOR ANY REASON THIS RESTRICTION IS
FOUND TO BE VOID OR INEFFECTIVE BUT WOULD BE VALID AND EFFECTIVE IF THE DURATION
OR AREA OF APPLICATION WERE REDUCED OR IF ANY OTHER ADJUSTMENT WERE TO BE MADE
SUCH RESTRICTION SHALL APPLY WITH SUCH MODIFICATION AS MAY BE NECESSARY TO MAKE
IT VALID AND EFFECTIVE.
(B) FOR A PERIOD BEGINNING ON THE DATE HEREOF AND CONTINUING FOR A PERIOD ENDING
ONE YEAR FOLLOWING THE CLOSING DATE, NEITHER SELLER NOR ANY OF ITS AFFILIATES
WILL SOLICIT OR ACTIVELY SEEK TO HIRE (OTHER THAN PURSUANT TO GENERAL EMPLOYMENT
SOLICITATIONS SUCH AS JOB ADVERTISEMENTS) ANY KEY EMPLOYEE WHO DURING SUCH
PERIOD IS EMPLOYED IN THE BUSINESS, WHETHER OR NOT SUCH PERSON WOULD COMMIT ANY
BREACH OF HIS CONTRACT OF SERVICE IN LEAVING SUCH EMPLOYMENT.
SELLER WILL NOT
BE IN BREACH OF THIS PARAGRAPH IF IT OR ITS AFFILIATE EMPLOYS ANY SUCH PERSON
AFTER SUCH PERSON HAS RESPONDED TO A GENERAL ADVERTISEMENT.
5.14 Insurance.
Seller will procure that the Companies do not terminate any of
their insurance coverage prior to Closing.
For policies of the Companies that
are scheduled to expire within 90 days following Closing, Seller will consult
with Buyer as to whether to extend such policies or instead obtain coverage
under UPC group policies. If Buyer so requests Seller in writing at least 30
days prior to the Closing Date, Seller will continue to provide to the Companies
civil liability insurance coverage in an amount of EUR 50 million under its
umbrella insurance policy for a period of no longer than three months after
Closing at a cost no higher