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any Customer by any enterprise, business, or other Person in the Territory. For purposes of this Section
<br /> 5.03 a iii ,the term "Customer"means any Person to which any Seller, Buyer, any affiliate of any Seller
<br /> or Buyer, or any of their successors or assigns, provided goods or services included within the Non-
<br /> Compete Business in the Territory during the thirty-six (36)-month period prior to the time at which any
<br /> determination shall be made that any such Person is a Customer; or
<br /> (iii) Disparage the Business, Buyer, or any of its affiliates in any way which could
<br /> adversely affect the goodwill, reputation, or business relationships of the Business, Buyer, or any of its
<br /> affiliates with the public generally, or with any of their customers, suppliers, or employees.
<br /> If ESCO Construction has contract construction work that requires crushing/screening of onsite
<br /> material to produce specific aggregates as part of the projects scope of work, ESCO Construction will carry
<br /> out its contract duties accordingly,and no material will be transferred or commercially sold from the jobsite
<br /> in which the work is performed on.
<br /> (b) Each Non-Compete Party hereby covenants and agrees that in consideration of, among
<br /> things, the Purchase Price set forth in this Agreement, during the period from the date hereof through the
<br /> second anniversary of the date hereof (the "Non-Solicit Period"), each Non-Compete Party shall not,
<br /> directly or indirectly, either for itself, or any other Person, recruit, solicit, or hire any of the officers or
<br /> directors or other persons employed by Buyer or its affiliates, or solicit or induce such persons to leave the
<br /> employ of Buyer or its affiliates;
<br /> (c) Each Non-Compete Party acknowledges and agrees that (i) such Non-Compete Party,
<br /> directly and indirectly, shall benefit from the consummation of the transactions contemplated by this
<br /> Agreement; (ii) that the restrictions imposed by this Section 5.03 are fully understood by such Non-
<br /> Compete Party are fair and reasonable, and will not preclude such Non-Compete Party from becoming
<br /> gainfully employed following the execution of this Agreement; (iii)that without the covenants set forth in
<br /> this Section 5.03, neither Buyer nor Sellers would enter into the Transactions; and (iv)in consideration of
<br /> the Purchase Price and the Transactions, and other good and valuable consideration, the receipt and
<br /> sufficiency of which is acknowledged by each Non-Compete Party agree as to,and shall be bound by,the
<br /> restrictions and covenants contained in this Section 5.03. Each Non-Compete Party acknowledges and
<br /> agrees that (1)the covenants set forth in this Section 5.03 are an essential element of this Agreement, (2)
<br /> the covenants included herein protect Buyer legitimate business interests, including protection of valuable
<br /> confidential information,substantial relationships with the customers of the Business,and the protection of
<br /> goodwill of the Business within the Territory,(3)the restrictions set forth in this Section 5.03 are reasonably
<br /> necessary to protect Buyer legitimate business interests, and(4)any breach by any Non-Compete Party of
<br /> any provision of this Section 5.03 will result in irreparable injury to Buyer. Each Non-Compete Party
<br /> acknowledges that in the event of such a breach, in addition to all other remedies available at law, Buyer
<br /> shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings,
<br /> profits, or other benefits arising therefrom, as well as such other damages as may be appropriate. Each
<br /> Non-Compete Party has independently consulted with its counsel and after such consultation agrees that
<br /> the covenants set forth in this Section 5.03 are reasonable and proper to protect the legitimate interests of
<br /> Buyer.
<br /> (d) If any of the provisions of this Section 5.03 shall otherwise contravene or be invalid under
<br /> the Laws of any state or other jurisdiction where it is applicable but for such contravention or invalidity,
<br /> such contravention or invalidity shall not invalidate all of the provisions of this Section 5.03,but rather this
<br /> Section 5.03 shall be reformed and construed,insofar as the Laws of that state or jurisdiction are concerned,
<br /> as not containing the provision or provisions,but only to the extent that they are contravening or are invalid
<br /> under the Laws of that state or jurisdiction, and the rights and obligations created hereby shall be reformed
<br /> and construed and enforced accordingly to the greatest extent allowed under such Laws. In the event of an
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