HEREBY
AGREES AND COVENANTS THAT:
(I)
FOR A PERIOD OF FOUR YEARS FOLLOWING THE
CLOSING DATE, NEITHER THE RESTRICTED PARTY NOR ANY AFFILIATE THEREOF SHALL, FOR
WHATEVER REASON AND WITH OR WITHOUT CAUSE, EITHER INDIVIDUALLY OR IN PARTNERSHIP
OR JOINTLY OR IN CONJUNCTION WITH ANY PERSON OR PERSONS AS PRINCIPAL, AGENT,
EMPLOYEE, SHAREHOLDER (OTHER THAN HOLDING COMMON UNITS OR SHARES OF OTHER
COMPANIES LISTED ON A UNITED STATES STOCK EXCHANGE OR AUTOMATED QUOTATION SYSTEM
THAT DO NOT EXCEED FIVE (5%) PERCENT OF THE OUTSTANDING SHARES SO LISTED),
OWNER, INVESTOR, PARTNER OR IN ANY OTHER MANNER WHATSOEVER, DIRECTLY OR
INDIRECTLY, ENGAGE IN ANY MANNER IN THE RESTRICTED BUSINESSES IN THE RESTRICTED
TERRITORY; AND
(II)
FOR A PERIOD OF TWO YEARS FOLLOWING THE
CLOSING DATE, (A) KNOWINGLY INDUCE OR ATTEMPT TO INDUCE ANY PERSON KNOWN TO THE
RESTRICTED PARTY TO BE A CUSTOMER OF BUYER OR ITS AFFILIATES TO CEASE DOING
RESTRICTED BUSINESS WITH BUYER OR ANY OF ITS AFFILIATES IN THE RESTRICTED
TERRITORY, OR (B) SOLICIT RESTRICTED BUSINESS FROM, OR PROVIDE SUCH SERVICES TO,
ANY OF THE CUSTOMERS OR ACCOUNTS OF BUYER OR ANY OF ITS AFFILIATES.
(B)
IF BUYER BELIEVES THAT ANY RESTRICTED PARTY OR ANY AFFILIATE
OF THE RESTRICTED PARTY HAS VIOLATED THE PROVISIONS OF THIS SECTION 5.5, BUYER
SHALL HAVE THE RIGHT TO SEEK RELIEF FROM ANY COURT OF COMPETENT JURISDICTION
AGAINST SUCH PARTY.
EACH RESTRICTED PARTY ACKNOWLEDGES THAT MONEY DAMAGES ALONE
SHALL NOT ADEQUATELY COMPENSATE BUYER IN THE EVENT OF A BREACH OF THE COVENANTS
OF THIS SECTION 5.5.
THEREFORE, EACH RESTRICTED PARTY AGREES THAT IN ADDITION
TO ALL REMEDIES AVAILABLE AT LAW, IN EQUITY OR UNDER THIS AGREEMENT, BUYER SHALL
BE ENTITLED TO INJUNCTIVE RELIEF FOR THE ENFORCEMENT OF THIS COVENANT.
(C)
EACH RESTRICTED PARTY AGREES THAT THE COVENANTS IN THIS
SECTION 5.5 ARE REASONABLE WITH RESPECT TO THEIR DURATION, SCOPE AND
GEOGRAPHICAL AREA.
(D)
THE COVENANTS IN THIS SECTION 5.5 ARE SEVERABLE AND SEPARATE,
AND THE UNENFORCEABILITY OF ANY SPECIFIC COVENANT IN THIS SECTION 5.5 IS NOT
INTENDED BY ANY PARTY
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HERETO TO, AND SHALL NOT, AFFECT THE PROVISIONS OF ANY OTHER COVENANT IN THIS
SECTION 5.5.
IF ANY COURT OF COMPETENT JURISDICTION DETERMINES THAT THE SCOPE,
TIME OR TERRITORIAL RESTRICTIONS SECTION 5.5(A) SETS FORTH ARE UNREASONABLE AS
APPLIED TO A RESTRICTED PARTY, THE PARTIES HERETO, INCLUDING EACH RESTRICTED
PARTY, ACKNOWLEDGE THEIR MUTUAL INTENTION AND AGREEMENT THAT THOSE RESTRICTIONS
BE ENFORCED TO THE FULLEST EXTENT THE COURT DEEMS REASONABLE, AND THEREBY SHALL
BE REFORMED TO THAT EXTENT.
(E)
ALL THE COVENANTS IN THIS SECTION 5.5 ARE INTENDED BY EACH
PARTY HERETO TO, AND SHALL, BE CONSTRUED AS AN AGREEMENT INDEPENDENT OF ANY
OTHER PROVISION IN THIS AGREEMENT, AND THE EXISTENCE OF ANY CLAIM OR CAUSE OF
ACTION OF ANY RESTRICTED PARTY AGAINST BUYER, WHETHER PREDICATED ON THIS
AGREEMENT OR OTHERWISE, SHALL NOT CONSTITUTE A DEFENSE TO THE ENFORCEMENT BY
BUYER OF ANY COVENANT IN THIS SECTION 5.5.
IT IS SPECIFICALLY AGREED THAT THE
PERIOD SPECIFIED IN SECTION 5.5 SHALL BE COMPUTED IN THE