CompUSA 2014 Annual Report Download - page 171

5.17 Non-competition; Non-solicitation.
(a) For a period of two (2) years commencing on the Closing Date (the “Restricted Period”)
other than in respect of a
Permitted Business, the Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in
engaging in the Business in the Territory; (ii) have an interest in any Person that engages directly or
indirectly in the Business in the Territory in
any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee, investor, consultant or otherwise; or (iii)
intentionally interfere in any material respect with the Business relationships (whether formed prior to or after the date of this Agreement)
between any Company and customers or suppliers of such Company. Notwithstanding the foregoing, the Seller may own, directly or indirectly,
solely as an investment, up to two (2%) percent of the capital stock of any corporation required to file reports pursuant to the Securities
Exchange Act of 1934, or any Person the securities of which are listed on a recognized stock exchange.
(b)
During the Restricted Period, the Seller shall not, and shall not permit any of its Affiliates in the Territory to, directly
or indirectly, hire or solicit any employee of any Company or the Buyer or encourage any such employee to leave such employment or hire any
such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees.
(c)
During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly,
solicit or entice, or attempt to solicit or entice, any customers of the Company for purposes of diverting their Business from any Company
regarding any of the products and services comprising the Business as conducted on the Closing Date. The foregoing prohibition shall not
prevent Seller or any Seller Affiliate from (i) soliciting business from any Person who or which purchased a product or service from Seller or
such Seller Affiliates, as applicable, before the Closing Date, (ii) offering any product or service for sale on any website, (iii) mailing a catalog to
any Person on any mailing list acquired or leased after the Closing Date from an independent third party, or (iv) mailing a catalog to any Person
in response to a request from the Person for a catalog.
(d)
The Seller acknowledges that a breach or threatened breach of this Section 5.17 would give rise to irreparable harm
to the Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened
breach by the Seller of any such obligations, the Buyer shall, in addition to any and all other rights and remedies that may be available to it in
respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other
relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
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