Ancillary restraints


Institution Definition

Restrictions on the parties to an agreement (including an agreement to form a concentration), which do not constitute the primary object of the agreement, but are directly related to and necessary for the proper functioning of the objectives envisaged by agreement. In the field of co-operation agreements, an example would be an obligation within an R&D agreement not to carry out, independently or together with third parties, research and development in the field to which the agreement relates. An example of a restraint ancillary to a concentration is a non-competition clause imposed by the buyer on the vendor for a transitional period of time. See the Merger Regulation, Commission Notice on restrictions directly related and necessary to concentrations (2005/C 56/03) © European Commission

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