FR EA

Extract to table

Pull the structured facts out of a document: parties, dates, amounts, obligations.

Extract to table / non-competition-agreement.docx
non-competition-agreement.docx · 1017-00006

Parties

AURELIUS GLOBAL MEDIA GROUP PLC
Crowne Albany Corp
Aurelius Media Holdings Inc
Ridgeline Publishing Acquisition Corp
Meridian Press Holdings LLC
Meridian Distribution Services Inc
Bellweather Academic Press Inc
Foxglove Media LLC

Dates

July 19, 2024
December 31, 2023
November 15, 2024
November 15, 2029
November 15, 2026
July 17, 2024

Amounts

$480,000,000
$1.14
$96
$7,200,000
$72,000,000

Obligations

For the avoidance of doubt, following the Closing Date, neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any Covenantor
"Restricted Business" means the business of (a) book publishing, including trade publishing, mass market publishing, and specialty publishing, (b) periodical publishing, including magazines, journals, and serial publications, and (c) educational content development, publishing, and licensing, in each case including related print and digital distribution services in support of the foregoing activities; provided, however, that the term "Restricted Business" shall expressly exclude the Retained Activities
(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 versa; (iii) the words "hereof," "herein," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (iv) the word "including" (and its correlatives "include" and "includes") means "including without limitation"; (v) the word "or" is not exclusive; (vi) all references to "$" or "dollars" are to United States dollars; (vii) all references to "£" are to British pounds sterling; and (viii) the headings and captions in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement
In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement
(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