ALLOCATION AND (II) THEY WILL PRO RATE,
AND EACH WILL PAY ITS PRO RATA SHARE OF, ANY AD VALOREM OR SIMILAR TAXES ON THE
ASSETS FOR ANY TAX PERIOD THAT INCLUDES THE CLOSING DATE, WITH SUCH PRORATION TO
BE BASED ON THE NUMBER OF DAYS IN SUCH TAX PERIOD THAT EACH OF THEM OWNED THE
ASSETS.
3.5
AGREEMENT NOT TO COMPETE. EXCEPT AS OTHERWISE CONSENTED TO OR
APPROVED IN WRITING BY THE BUYER, THE SELLER AGREES THAT FOR A PERIOD OF FIVE
(5) YEARS FROM THE CLOSING DATE (THE "RESTRICTED PERIOD"), THE SELLER WILL NOT,
DIRECTLY OR INDIRECTLY, ACTING ALONE OR AS A MEMBER OF A PARTNERSHIP OR AS A
CONSULTANT, LENDER (INCLUDING GIFTS USED FOR CAPITALIZATION OR COLLATERAL),
REPRESENTATIVE, HOLDER OF, OR INVESTOR IN AS MUCH AS 5% OF ANY SECURITY OF ANY
CLASS OF ANY CORPORATION OR OTHER BUSINESS ENTITY, ENGAGE IN ANY COMPETING
BUSINESS (DEFINED BELOW) IN THE RESTRICTED REGION (DEFINED BELOW). THE SELLER
AGREES THAT IF EITHER THE LENGTH OF TIME OR GEOGRAPHICAL AREA SET FORTH IN THIS
SECTION 3.5 IS DEEMED TOO RESTRICTIVE IN ANY COURT PROCEEDING, A COURT MAY
REDUCE SUCH RESTRICTIONS TO THOSE THAT IT DEEMS REASONABLE UNDER THE
CIRCUMSTANCES. FOR PURPOSES OF THIS AGREEMENT, "COMPETING BUSINESS" MEANS
PROVIDING DRILLING, WORKOVER AND MAINTENANCE SERVICES USING RIGS AND HOISTING
EQUIPMENT, AND OTHER PRODUCTION SERVICES ASSOCIATED THEREWITH OR ANCILLARY
THERETO, AND ANY BUSINESS THAT IS SUBSTANTIALLY RELATED THERETO. NOTWITHSTANDING
THE FOREGOING, "COMPETING BUSINESS" SHALL NOT INCLUDE FISHING AND FOAM UNIT,
PUMP AND SWIVEL RENTAL SERVICES, AND/OR THE PROVISION OF CRANES (THE "RETAINED
BUSINESS"). FOR PURPOSES OF THIS AGREEMENT, THE TERM "RESTRICTED REGION" MEANS
THE STATE OF CALIFORNIA. THE SELLER AGREES AND ACKNOWLEDGES THAT THE BUYER AND
ITS AFFILIATES DO NOT HAVE ANY ADEQUATE REMEDY AT LAW FOR THE BREACH OR
THREATENED BREACH OF THIS AGREEMENT BY THE SELLER, AND AGREE THAT THE BUYER OR
ANY AFFILIATE OF THE BUYER MAY, IN ADDITION TO THE OTHER REMEDIES THAT MAY BE
AVAILABLE TO THEM HEREUNDER, FILE A SUIT IN EQUITY TO ENJOIN THE SELLER OR THE
OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF THE SELLER FROM SUCH BREACH OR
THREATENED BREACH. THE OBLIGATIONS OF THE SELLER UNDER THIS SECTION 3.5 ARE IN
CONSIDERATION OF THE PURCHASE PRICE SET FORTH IN SECTION 1.4, THE
REPRESENTATIONS AND WARRANTIES OF THE BUYER CONTAINED IN THIS AGREEMENT AND
OTHER GOOD AND VALUABLE CONSIDERATION THE RECEIPT AND SUFFICIENCY OF WHICH IS
ACKNOWLEDGED BY THE SELLER.
3.6
NON-SOLICITATION. DURING THE RESTRICTED PERIOD, THE SELLER SHALL
NOT:
3.6.1
DIRECTLY OR INDIRECTLY SOLICIT, OR ATTEMPT TO PERSUADE, INFLUENCE
OR INDUCE, OR ASSIST ANY OTHER PERSON IN SO PERSUADING OR INDUCING, ANY CUSTOMER
OR SUPPLIER OF THE BUSINESS, THE BUYER OR ANY OF ITS AFFILIATES TO CEASE DOING
BUSINESS WITH THE BUYER OR ANY OF ITS AFFILIATES OR TO REDUCE THE AMOUNT OF
BUSINESS SUCH CUSTOMER OR SUPPLIER DOES WITH THE BUSINESS, THE BUYER OR ITS
AFFILIATES. THE SELLER ACKNOWLEDGES THAT THIS COVENANT IS NECESSARY TO ENABLE
THE BUYER AND ITS AFFILIATES TO MAINTAIN A STABLE CUSTOMER