OR CONNECTIONS OF; OR
C)
ABLE TO INFLUENCE THE TECHNOLOGY OR INVENTIONS OF,
any member of the Group or the Business; or
6.3.3
USE ANY TRADE OR DOMAIN NAME OR E-MAIL ADDRESS USED BY ANY MEMBER
OF THE GROUP AT ANY TIME DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF
THIS AGREEMENT OR ANY OTHER NAME INTENDED OR LIKELY TO BE CONFUSED WITH ANY SUCH
TRADE OR DOMAIN NAME OR E-MAIL ADDRESS.
6.4
THE WARRANTOR AND VICTOR JARDINE MCMULLAN UNDERTAKES TO AND
COVENANTS WITH THE PURCHASER THAT HE WILL NOT AT ANY TIME AFTER COMPLETION DO OR
SAY ANYTHING WHICH IS INTENDED TO DAMAGE THE GOODWILL OR REPUTATION OF ANY
MEMBER OF THE GROUP OR THE GROUP AS A WHOLE OR WHICH MAY LEAD TO A PERSON TO
CEASE TO DO BUSINESS WITH ANY MEMBER OF THE GROUP ON SUBSTANTIALLY EQUIVALENT
TERMS TO THOSE PREVIOUSLY OFFERED OR NOT ENGAGE IN BUSINESS WITH ANY MEMBER OF
THE GROUP.
6.5
THE WARRANTOR AND VICTOR JARDINE MCMULLAN EACH AGREE THAT THE
UNDERTAKINGS CONTAINED IN THIS CLAUSE 6 ARE REASONABLE AND ARE ENTERED INTO FOR
THE PURPOSE OF PROTECTING THE GOODWILL OF THE BUSINESS OF EACH MEMBER OF THE
GROUP.
6.6
EACH UNDERTAKING CONTAINED IN THIS CLAUSE 6 IS AND SHALL BE
CONSTRUED AS SEPARATE AND SEVERABLE AND IF ONE OR MORE OF THE UNDERTAKINGS IS
HELD TO BE AGAINST THE PUBLIC INTEREST OR UNLAWFUL OR IN ANY WAY AN UNREASONABLE
RESTRAINT OF TRADE OR UNENFORCEABLE IN WHOLE OR IN PART FOR ANY REASON THE
REMAINING UNDERTAKINGS OR PARTS THEREOF, AS APPROPRIATE, SHALL CONTINUE TO BIND
THE WARRANTOR AND/OR VICTOR JARDINE MCMULLAN (AS APPROPRIATE).
6.7
IF ANY UNDERTAKING CONTAINED IN THIS CLAUSE 6 SHALL BE VOID BUT
WOULD BE VALID IF DELETED IN PART OR REDUCED IN APPLICATION, SUCH UNDERTAKING
SHALL APPLY WITH SUCH DELETION OR MODIFICATION AS MAY BE NECESSARY TO MAKE IT
VALID AND ENFORCEABLE.
WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING,
SUCH PERIOD (AS THE SAME MAY PREVIOUSLY HAVE BEEN REDUCED BY VIRTUE OF THIS
CLAUSE 6.6) SHALL TAKE EFFECT AS IF REDUCED BY 6 MONTHS UNTIL THE RESULTING
PERIOD SHALL BE VALID AND ENFORCEABLE.
14
7
CONFIDENTIAL INFORMATION
7.1
THE WARRANTOR SHALL NOT, AND SHALL PROCURE THAT NONE OF HIS
CONNECTED PERSONS SHALL, USE OR DISCLOSE TO ANY PERSON CONFIDENTIAL INFORMATION.
7.2
CLAUSE 7.1 DOES NOT APPLY TO:
7.2.1
DISCLOSURE OF CONFIDENTIAL INFORMATION TO OR AT THE WRITTEN REQUEST
OF THE PURCHASER;
7.2.2
USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION REQUIRED TO BE
DISCLOSED BY LAW, REGULATION, ANY REVENUE AUTHORITY OR THE LONDON STOCK
EXCHANGE;
7.2.3
DISCLOSURE OF CONFIDENTIAL INFORMATION TO LAWYERS AND/OR
ACCOUNTANTS FOR THE PURPOSE OF ADVISING THE WARRANTOR IN CONNECTION WITH THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT; OR
7.2.4
CONFIDENTIAL INFORMATION WHICH THE WARRANTOR CAN PROVE IS IN THE
PUBLIC DOMAIN OTHER THAN BY A BREACH BY THE WARRANTOR OF CLAUSE 7.1.
8
ANNOUNCEMENTS
8.1
SUBJECT TO CLAUSE 19.4.3, NO PARTY SHALL DISCLOSE THE MAKING OF
THIS AGREEMENT NOR ITS TERMS NOR ANY OTHER AGREEMENT