Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Acquired Business" means the business of book publishing (including trade, mass market, and specialty publishing), periodical publishing (including magazines, journals, and serial publications), educational content development and licensing, and related distribution operations, as conducted by the Com

Section 1.2 — Interpretation. (a) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. (b) Unless the context otherwise requires: (i) references to "Articles," "Sections," and "Schedules" are references to articles, sections, and schedules of and to this Agreement; (ii) words in the singular include the plural and vice

ARTICLE II — NON-COMPETITION COVENANT

Section 2.1 — Non-Competition Restriction. (a) Each Covenantor covenants and agrees that, during the Restricted Period (commencing on the Closing Date and expiring on the fifth (5th) anniversary thereof), neither it nor any of its controlled Affiliates shall, directly or indirectly, engage in any Competitive Activity within the Restricted Territory. (b) Without limiting the generality of the foregoing, during the Res

Section 2.2 — Passive Investment Exception. The restrictions set forth in Section 2.1 shall not prohibit any Covenantor or its Affiliates from owning, directly or indirectly, solely as a passive investment, securities of any Person that is publicly traded and engaged in the Restricted Business, provided that such securities represent less than five percent (5%) of the outstanding voting securities or equity interests

Section 2.3 — Acquisition Exception. (a) If, during the Restricted Period, any Covenantor or any of its controlled Affiliates acquires (whether by merger, consolidation, purchase of assets, purchase of equity interests, or otherwise) a business, Person, or line of business (an "Acquired Entity") that derives revenues from activities that would otherwise constitute the Restricted Business, and the revenues attributabl

Section 2.4 — Retained Activities Carve-Out. (a) Nothing in this Agreement shall restrict the Covenantors or their Affiliates from continuing to operate, develop, expand, invest in, or otherwise engage in the Retained Activities. The Parties acknowledge and agree that the Retained Activities include the following: (i) Digital Media and Streaming Operations. The continued operation, development, and expansion of digit

ARTICLE III — NON-SOLICITATION COVENANT

Section 3.1 — Non-Solicitation of Transferred Employees. (a) Each Covenantor covenants and agrees that, for a period of two (2) years from the Closing Date (i.e., through and including November 15, 2026) (the "Employee Non-Solicitation Period"), neither it nor any of its controlled Affiliates shall, directly or indirectly: (i) solicit, recruit, hire, engage, or retain (whether as an employee, independent contractor,

Section 3.2 — Exceptions to Non-Solicitation. The restrictions set forth in Section 3.1 shall not apply to: (a) General Solicitations. General solicitations of employment through public advertisements (including advertisements in newspapers, trade journals, industry publications, or on the internet), job postings on the Covenantors' or their Affiliates' websites or on third-party job boards (such as Westmark Health I

Section 3.3 — Non-Solicitation of Customers and Suppliers. (a) Each Covenantor covenants and agrees that, during the Restricted Period (commencing on the Closing Date and expiring on the fifth (5th) anniversary thereof), neither it nor any of its controlled Affiliates shall, directly or indirectly: (i) solicit, encourage, or induce any customer, author, content licensor, distributor, or material supplier of the Acqui

Section 4.1 — Confidentiality Obligations. (a) Each Covenantor acknowledges that, as a result of its ownership and operation of the Company and the Acquired Business prior to the Closing, it possesses Confidential Information relating to the Acquired Business. Each Covenantor recognizes the competitive value and sensitive nature of such Confidential Information and the potential harm that could result to the Acquired

Section 4.2 — Return of Information. (a) Upon Buyer's written request, and in any event no later than sixty (60) days after the expiration or termination of the Transition Services Agreement, each Covenantor shall, and shall cause each of its controlled Affiliates to, promptly return to Buyer or, at Buyer's election, destroy all Confidential Information in its or their possession, custody, or control, including all c

Section 5.1 — Injunctive Relief. (a) The Parties acknowledge and agree that a breach or threatened breach of any provision of Article II (Non-Competition), Article III (Non-Solicitation), or Article IV (Confidentiality) would cause the Protected Party irreparable harm for which monetary damages alone would be inadequate and difficult, if not impossible, to calculate. Accordingly, the Parties agree that, in the event

Section 5.2 — Extension of Restricted Period. If any court of competent jurisdiction determines that any Covenantor has violated any of the restrictive covenants contained in Article II or Article III, the applicable Restricted Period or Employee Non-Solicitation Period, as the case may be, shall be automatically extended by a period of time equal to the duration of such violation, commencing from the date on which s

Section 5.3 — Cumulative Remedies. The remedies provided to the Protected Party in this Article V are cumulative and shall be in addition to, and not in limitation of or in substitution for, any other remedies available to the Protected Party under the Purchase Agreement (including, without limitation, the indemnification provisions set forth in Article VIII thereof, subject to the applicable indemnification cap of S

ARTICLE VI — REPRESENTATIONS AND ACKNOWLEDGMENTS

Section 6.1 — Reasonableness of Restrictions. Each Covenantor represents, warrants, and acknowledges that: (a) The covenants, restrictions, and limitations contained in this Agreement (including the non-competition covenants in Article II, the non-solicitation covenants in Article III, and the confidentiality obligations in Article IV) are reasonable and necessary to protect the Protected Party's legitimate business

Section 6.2 — Authority. Each Covenantor represents and warrants to Buyer that: (a) It has full corporate (or other organizational) power and authority to execute, deliver, and perform its obligations under this Agreement; (b) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or organizational action on the part of such Covenantor, including, with respect

ARTICLE VII — GENERAL PROVISIONS

Section 7.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party agrees that all iss

Section 7.2 — Jurisdiction and Venue. (a) Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (and, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, the United States District Court for the District of Delaware or, if such federal court declines to accept jurisdiction, any state

Section 7.3 — Severability; Blue Pencil. (a) The provisions of this Agreement shall be deemed severable. If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect under any applicable law, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be constr

Section 7.4 — Assignment. (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. (b) No Covenantor may assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of Buyer, and any purported assignment, transfer, delegation, or dispositi

Section 7.5 — Entire Agreement. This Agreement, together with the Purchase Agreement and the other ancillary agreements executed in connection with the transactions contemplated thereby (including, without limitation, the Transition Services Agreement, the Escrow Agreement with Granite Trust Company, N.A. as escrow agent, the Trademark License Agreement, and the Section 338(h)(10) Election Agreement), constitutes the

Section 7.6 — Amendment and Waiver. (a) No amendment, modification, supplement, or restatement of this Agreement shall be effective unless made in a writing that expressly refers to this Agreement and is duly executed by each Party hereto. (b) No waiver of any breach or default of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach or default of the same or any oth

Section 7.7 — Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) upon delivery, if delivered by hand, (b) one (1) business day after being sent by a nationally recognized overnight courier service (with tracking and signature confirmation), (c) upon delivery, if sent by e

Section 7.8 — No Third-Party Beneficiaries. Except as expressly provided herein (including the definition of "Protected Party," which extends the protections of this Agreement to Buyer's Affiliates, subsidiaries, successors, and assigns, including the Company and its subsidiaries following the Closing), this Agreement is not intended to, and shall not, confer any rights or remedies upon any Person other than the Part

Section 7.9 — Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which counterparts, taken together, shall constitute one and the same instrument. The exchange of executed counterparts of this Agreement (or of signature pages thereto) by facsimile, portable document format (PDF), DocuSi

Section 7.10 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, P

Section 7.11 — Relationship to Purchase Agreement. (a) This Agreement is an ancillary agreement entered into pursuant to, and in connection with the transactions contemplated by, the Purchase Agreement. The terms and conditions of this Agreement are supplemental to and not in derogation of the terms and conditions of the Purchase Agreement. (b) In the event of any conflict or inconsistency between the terms of this A