Watch: What General Counsel and Business Leaders Need to Know

  • Sale-of-Business Label Is Not Enough: Courts generally give sale-of-business covenants more leeway than employment non-competes, but state law varies, and the label alone does not decide enforceability. A buyer should be able to explain how the restriction’s scope, duration, and geographic reach protect the business and goodwill it purchased.
  • Where Courts Draw the Line: Recent Delaware and California cases show that courts are examining whether a restriction reaches beyond the business and goodwill the buyer actually purchased or functions more like a post-employment restraint on the seller.
  • Litigators Belong at the Deal Table: Litigation counsel can help transactional attorneys spot overreach and anticipate the questions a judge will ask before a deal closes. Ideally, covenants should be discussed at the letter-of-intent stage, not the night before signing.

In this episode of Speaking of Litigation®, Epstein Becker Green attorneys James (Jim) P. Flynn, Maurice Wells, and Kaci Hohmann discuss how courts are scrutinizing restrictive covenants in merger and acquisition (M&A) transactions, and how litigation and transactional attorneys can work together to draft and enforce those covenants.

Transcript

[00:00:00] Jim Flynn: Today on Speaking of Litigation, we're discussing how courts increasingly are tightening the rules on restrictive covenants in merger and acquisition transactions, and we’re going to focus on why the sale of a business label no longer guarantees enforceability. Recent cases in Delaware and California are showing what works and what doesn't when buyers try to protect goodwill and customer relationships post-sale.

[00:00:27] Jim Flynn: The critical way in which litigation and transactional practices can complement one another in creating these covenants and actually enforcing them and finding ways around ones when your clients wish they had never signed them. That's what we're going to do today. I'm Jim Flynn, an attorney with Epstein Becker & Green's commercial litigation practice.

[00:00:49] Jim Flynn: I'm based in our Newark office, and I have the privilege of being the firm's managing director nationally. What are we looking at in this episode? Buyers spend millions acquiring businesses, and they expect restrictive covenants to protect them from having to compete against the very people they just paid to buy their businesses.

[00:01:08] Jim Flynn: But courts are increasingly asking harder and harder questions. Does this covenant protect the specific goodwill the buyer actually purchased, or is this just an overstretched employment non-compete in a deal wrapper? Today we'll be examining how courts across the nation, but particularly in those states that I mentioned, are drawing that line.

[00:01:29] Jim Flynn: The answer matters enormously for those facing litigation, but also matters a lot for those considering deals. How do you draft these in the first place? How do you make sure you can enforce them? These restrictions are important across many practices. So joining us today is Maurice Wells, a commercial litigator in our Columbus office, who brings deep experience in litigating business disputes and covenants not to compete.

[00:01:56] Jim Flynn: In fact, Maurice has recently authored an article that focuses on the very topics we're talking about today. Maurice, thanks for joining us.

[00:02:04] Maurice Wells: Thanks, Jim. It's great to be here with you, and I look forward to the conversation.

[00:02:08] Jim Flynn: Also with us today is Kaci Hohmann from our Portland office. What makes Kaci’s perspective valuable here, and a little different for this podcast, is she's not a litigator.

[00:02:20] Jim Flynn: She focuses on transactional work and does corporate transactions in the M&A and other space. The discussion we're going to have today is going to show exactly why different disciplines within a law firm really should work together. You need the litigation perspective at the deal table, and you need the transactional perspective to understand how to pitch arguments in a courtroom.

[00:02:42] Jim Flynn: Kaci, thanks for being here.

[00:02:43] Kaci Hohmann: Thanks, Jim. Happy to be here.

[00:02:45] Jim Flynn: So a lot of people think that a restrictive covenant is a restrictive covenant, end of story, not a lot of differences. But in the sale of a business, covenants do have a little bit of a different place than, you know, traditional employment non-competes.

[00:03:02] Jim Flynn: So Maurice, as I mentioned, you wrote the recent article. Walk us through what the biggest issues are that deal teams need to consider when they're drafting and negotiating restrictive covenants in the sale of a business, particularly in light of these new cases.

[00:03:20] Maurice Wells: Jim, I'd start with what the business is actually paying for.

[00:03:24] Maurice Wells: You know, when you buy a business, you know, part of the price covers the customer relationships, the reputation of the business, and the know-how that make buying it worthwhile in the first place. So a restriction on the seller can obviously help protect that value while the buyer takes over. So a straightforward example, someone sells a regional business that's built on longstanding customer relationships, but then turns around and opens a competitor and asks those same customers to follow.

[00:03:52] Maurice Wells: Under those circumstances, it's easy to see why a buyer would need protection against that when it signs the deal. That's a big reason courts have generally given sale-of-business covenants more leeway than an ordinary employment non-compete. But the applicable state law still matters, and the label sale of a business alone is not enough.

[00:04:12] Maurice Wells: Courts now ask, is the covenant actually tied to what the buyer purchased, or does it function more like a post-employment restraint? So there are really two issues that you should keep in mind. The first is whether the restriction reaches beyond the business and goodwill that's actually exchanged hands.

[00:04:30] Maurice Wells: If the buyer owns other businesses in other markets, that alone doesn't explain why this particular seller should be kept out of those markets. The second is whether a separate restriction is really aimed at the seller's later employment. That matters most when a seller perhaps stays on after closing and signs additional agreements related to their employment.

[00:04:52] Maurice Wells: So my advice is to identify the specific commercial risk before drafting the restriction. The question you should ask is, what could this particular seller do to undermine the value of the transaction, and does the language actually address that? If the deal team can answer that clearly, we're in a much better position if enforcement ever becomes an issue.

[00:05:13] Jim Flynn: So Kaci, you heard what Maurice laid out from the litigation side. When you look at these issues, what do you see from the transactional perspective? And on a very practical basis, when you're sitting at the negotiating table or drafting these agreements, do you consult with litigators before there's a problem or do you wait until later on to see what happens and if somebody threatens suit?

[00:05:37] Kaci Hohmann: Yeah. So the transactional lens is a little different because by the time a court asks whether a covenant is tied to what the buyer purchased, the answer was already written in the contracts months or years earlier. So my job is to build a record at signing by using clear language to specify what the business does, where it operates, who its customers are, and I think there's definitely value in bringing litigation counsel into the negotiation process.

[00:06:02] Kaci Hohmann: Sometimes that looks like helping us explain to the client or to the other side why a covenant is reasonable or at a higher risk of being challenged. Sometimes it's just a review of the restrictive covenants provision. But either way, the litigator can often help us issue-spot and understand the legal boundaries and the questions that a judge will ask.

[00:06:20] Kaci Hohmann: But it's important to get a fresh perspective on enforceability before the deal closes because deal teams often get really close to their documents and a fresh set of eyes can help catch that overreach. But to answer your question honestly, Jim, I think too often transactional attorneys wait and the covenants get treated as boilerplate or it's negotiated last minute.

[00:06:39] Kaci Hohmann: So the first call to a litigator comes after the seller has allegedly breached by opening a competing business. So these recent court cases that Maurice will cover today are really good reminders to M&A attorneys to be more proactive.

[00:06:51] Jim Flynn: So let me ask you a follow-up, Kaci. Delaware is where a lot of deals get done. In general, why is that?

[00:06:59] Jim Flynn: And what do deal lawyers think about when it comes to restrictive covenants and picking a particular state to make the applicable law?

[00:07:09] Kaci Hohmann: Delaware is a common state to form businesses in, and sometimes parties might choose Delaware as the governing law for its contracts because it has a pretty uniform set of fairly clear laws with a court system that's really well-versed in contract disputes and that other state courts will sometimes look to for guidance.

[00:07:25] Kaci Hohmann: So that level of predictability can be really valuable in transactions. And we have to keep in mind here that state law governs restrictive covenants, and state law varies significantly, including on the sale-of-business exception itself. So determining the appropriate state to govern the covenants and agreements is important, and there are some nuanced considerations around that topic.

[00:07:44] Kaci Hohmann: But we as deal lawyers have to narrowly tailor the scope, duration, and geography to the goodwill that's actually purchased and then document that link in the agreements. And we also want to understand what we're restricting and why. And this is really important because as Maurice pointed out, sellers are often owners who stay on as employees.

[00:08:02] Kaci Hohmann: So they might sign one contract in the purchase agreement that's tied to the purchase price, but a separate covenant in their post-close employment agreement tied to their job. And so courts look at those differently, and each needs to stand on its own. So understanding Delaware's position on this helps give us a framework to work from so that we can better understand how covenants will be litigated and enforced.

[00:08:22] Jim Flynn: Makes perfect sense. So Maurice, Kaci talked about predictability and understanding. Tell us why recent case law developments have challenged some of that understanding and consistency, particularly in Delaware, where courts have seemingly gone in two different directions in cases that were both addressing sale-of-business covenants, but with very different outcomes.

[00:08:50] Jim Flynn: So I know there's a couple different cases we'll be talking about, but let's start with the, I think I'm saying this right, Arxada case. It's A-R-X-A-D-A. Walk us through that and, and why its facts are important and what the court did there.

[00:09:05] Maurice Wells: You know, Arxada Holding NA Inc. v. Harvey was a case that was decided in Delaware in this year of 2026, and it's a good illustration of sort of the purpose of these sale-of-business covenants.

[00:09:16] Maurice Wells: In that case the seller and company founder sold his chemical business for over, you know, $400 million. Because the seller had built the company, he had the technical knowledge and customer relationships to be a serious competitor after the sale. In the purchase agreement, the seller agreed that for five years he would not compete with the business or solicit any of its employees, customers or suppliers.

[00:09:39] Maurice Wells: However, after the sale, he helped his relative start and run a competing business and in particular, he financed the business, he shared some of his old company formulas, and he also pitched in on business operations. And so after trial, and that's something I also want to emphasize a bit later here, is that this case did in fact go to trial, the court found that the seller had breached those covenants. One part of the analysis I think is especially useful is the ban on assisting a competitor. In that case, the seller had argued that the restrictive language was too broad and unenforceable because it covered even trivial assistance.

[00:10:18] Maurice Wells: However, the court read the restriction in the context of the agreement and ruled that a violation requires what they defined as material involvement and that's an important distinction for drafting purposes. You know, the language should target conduct that actually threatens the acquired business.

[00:10:34] Maurice Wells: Here the buyer could point to a concrete reason this protection mattered. The seller had the relationships, as I mentioned, he had the knowledge to help rebuild the competition against the company he had sold. His involvement in a new business was exactly the commercial risk that the covenant was designed to address.

[00:10:52] Maurice Wells: So in that case, the court issued a permanent injunction against both direct or indirect violations, including working with competing businesses or running competing projects through a related company. It also extended the protection to make up for the time the buyer lost because of those past breaches.

[00:11:11] Maurice Wells: So if you're a seller, the takeaway is to treat indirect involvement as seriously as taking a job with a competitor. Funding or advising someone else's venture can matter under the agreement. And if you're a buyer, you know, the case shows why the agreement should spell out the conduct that would undermine the deal and why you need evidence tying that conduct to the bargain.

[00:11:34] Jim Flynn: Now let's look at the other side of it, another recent case in Delaware, the BluSky decision. Same court, not the same judge necessarily, but a different result from the position of the buyer. You know, how did this one go wrong?

[00:11:52] Maurice Wells: The case name is BluSky Restoration Contractors LLC v. Robbins, which as you mentioned, is a Delaware Chancery Court that was decided two months after the Arcada decision in March of this year.

[00:12:03] Maurice Wells: And that, like you said, that case shows what goes wrong when these restrictions reach beyond their permissible limit. So in the BluSky case, a national restoration company had bought a regional business that was located in Tennessee. The sellers there signed restrictions and a purchase agreement and their employment agreements, and then later incentive unit agreements, which are sort of like an equity type of deal where you get more equity in the business as you stay employed.

[00:12:27] Maurice Wells: The buyers allege that following the sale, the sellers resigned, formed a competing business, and then began soliciting customers and employees, and kept company files. But the court subsequently ended up denying the movers request for an injunction and dismissed all six counts of their complaint as well for failure to state a claim.

[00:12:47] Maurice Wells: The clearest problem with their complaint was the mismatch between the regional business that the buyers had acquired and the purchase agreement non-compete that lasted five years and applied worldwide. The fact that the restriction had to protect the goodwill the buyer actually bought in this deal, and that was the regional business.

[00:13:09] Maurice Wells: The solicitation provisions also had the same issue. They used this broad language and included references to affiliates that stressed beyond the required business. So, you know, including restrictions in employment and incentive agreements didn't cure that over breadth of that sale-of-business covenant either.

[00:13:27] Maurice Wells: Each set of restrictions, whether that be in the employment or in the sale-of-business restriction, it needs to have its own justification for how far it reaches. For deal teams, that's a reason to read the definitions as closely as the restriction itself. A provision can look fairly limited until you follow the defined terms into other companies and other customers or other lines of businesses.

[00:13:49] Maurice Wells: You know, I'd want the team to test those definitions against realistic scenarios before signing.

[00:13:54] Jim Flynn: It's really interesting when you look at it, because that court clearly was motivated by the scope of the restriction being worldwide and sort of ignored the facts that the competing business was being formed in the same region.

[00:14:13] Jim Flynn: It wasn't like they were trying to extend the regional goodwill and saying, "We're in Tennessee, and the new business is in California." They were forming the new business in Tennessee, but because the language that was used was so broad and went worldwide, the court decided not to enforce it rather than to pare it back or use some kind of blue pencil.

[00:14:37] Maurice Wells: Right.

[00:14:38] Jim Flynn: So that's interesting. So let's flip back to Kaci. So Kaci, based on what you know, and you've read these cases too, and what Maurice just said, how do you, from a corporate perspective, view and apply what you learn from Arxada and BluSky, whether you learn it directly or whether you learn it through conversations with litigators like me and Maurice.

[00:15:08] Kaci Hohmann: You know, as it seems clear, both of these cases were sales of business.

[00:15:12] Kaci Hohmann: So the label clearly is not the issue here. As Maurice highlighted, Arxada did a good job of tying the covenant to what was actually sold, and it was the founder's specific knowledge about the business, his specific relationships, and his irreplaceable role as the public face of the company. Whereas BluSky applied, as you mentioned, Jim, this really national restriction in a way that went way beyond the regional business acquisition itself.

[00:15:36] Kaci Hohmann: So that's the line, and I think from the deal side, the test is quite simple for the buyer, which is to just ask the question of, "Can I point to the purchase price and explain that this restriction protects the goodwill that I paid for?"

[00:15:49] Jim Flynn: Maurice, let's go back to you. We've been talking a little bit about Delaware.

[00:15:54] Jim Flynn: What other recent cases have we seen, particularly in a place like California, which traditionally doesn't have the level of flexibility that Delaware has? You know, talk to us about what you're seeing in California cases, particularly the Smarter case. That's the case name, not that it's more intelligent.

[00:16:17] Jim Flynn: So tell us about that case, about, you know, the California statutory setting and what we're looking at here.

[00:16:27] Maurice Wells: Right. Well, first, California starts from a position that contracts restraining someone from working or running a business are unenforceable with a few exceptions.

[00:16:38] Maurice Wells: And the Smarter HOA case is a case that sort of highlights how those exceptions apply and under what circumstances. So, you know, as you mentioned, that case, Smarter HOA, was a California case. And it involved the former part owner of a HOA management company who also worked for the business.

[00:16:56] Maurice Wells: The company sued her under a non-compete and non-disclosure agreement, and she challenged the restrictions in a motion for judgment on the pleadings. And just for background, a judgment on the pleadings essentially asks the court to rule on the case based on the filings. There's no discovery, and obviously there's no trial on the issues.

[00:17:13] Maurice Wells: And so when ruling on a motion for judgment on the pleadings the court assumes the company's facts are true, and then asks whether even if that is, in fact, accurate, can the restriction be enforced? And so as I mentioned, California starts from that position of these type of restrictions are generally unenforceable except with a few limited exceptions.

[00:17:33] Maurice Wells: California Code Section 16601 is one of those exceptions, and it covers qualifying business sales. And so in Smarter HOA, the company argued that its agreement came within that exception, and the court accepted that the agreement, in fact, did come out of a business sale interest. But that wasn't the end of the court's analysis.

[00:17:54] Maurice Wells: The court still had to decide whether the particular restrictions actually protected the goodwill that was sold. So there, you know, I think two features mattered. First, the restriction ran from the end of the seller's employment not from the close of the sale. Second, the restriction reached broadly into the seller's ability to work in the industry.

[00:18:15] Maurice Wells: When you take those two features together, that led the court to conclude that the restriction didn't serve the purpose of the sale exception. Tying the agreement to a sale didn't turn those particular restraints into a sale-of-business protection. And so the court ruled against the company on the contract claim.

[00:18:33] Maurice Wells: But I think it's also important to mention that the-- they kept their separate trade secret claims, and that matters if you're asking … if a buyer is asking, "Hey, you know, if, if my covenant doesn't uphold in court, what's my recourse?" Or, "What protection does the buyer truly have if that happens?"

[00:18:50] Maurice Wells: And so my drafting takeaway would be that when owners stay with the business, review the agreements, the purchase agreements, any other related employment agreements, together, and be clear about what interests each restriction protects and when it kicks in and what it actually prevents.

[00:19:07] Jim Flynn: Very helpful. So Maurice, let's stick with you. You've been highlighting some things that did work, didn't work, maybe with a little more emphasis in the recent cases on what didn't work. So let's focus on, you know, what you as a litigator would be telling drafting teams, transactional folks, people who might work with or under Kaci’s supervision.

[00:19:32] Jim Flynn: Walk us through what you see as the key rules and what you think transactional counsel maybe should be paying a lot of attention to doing now very carefully or maybe a little differently.

[00:19:47] Maurice Wells: I think there's really five key points/questions that the deal teams should keep in mind when they're drafting these restrictive type covenants.

[00:19:55] Maurice Wells: The first is, you know, what specific business are we protecting? The agreement should define the restricted business by products, service, and the markets being acquired. If the buyer has unrelated operations or expects to make other acquisitions, those activities should not automatically expand the seller's restriction.

[00:20:16] Maurice Wells: For example, a buyer with operations in five states shouldn't bar a seller from competing in all five when it only bought the business in one. So if your restriction covers markets and services the buyer didn't buy, courts see it more so as an employment restriction as opposed to a seller business covenant.

[00:20:33] Maurice Wells: The second point or question I would keep in front of their mind is, you know, where should the restriction apply and for how long? And this goes to the geographic aspect of the restriction. So start with the acquired business, the actual reach, and the time needed to protect the transition.

[00:20:51] Maurice Wells: Geography, duration, and the restricted activities have to all work together. And a shorter period, you know, doesn't necessarily justify covering markets that have no connection to the deal. It helps to have a clear explanation for both the territory and the term. A third would be which affiliates really need protection?

[00:21:11] Maurice Wells: That word, as you saw in one of the other cases, “affiliate” can pull entire corporate families into the agreement. And sometimes an affiliate does direct or hold the acquired business. And if so, you know, name that affiliate and limit the restriction to that specific affiliate.

[00:21:29] Maurice Wells: This isn't enough to say that all affiliates deserve protection. If the definition is broad, the fix has to be in the operative language. Fourth is whose relationship does the non-solicitation clause cover? You know, stick to the customers and employees tied to the business the buyer actually bought.

[00:21:46] Maurice Wells: I would also check that the language doesn't sweep in everybody's conduct that isn't a competitor. Whatever the facts, the scope has to hold up under the law that applies it. And last but not least, you know, how are we protecting confidential information and company property? Use provisions written for that job specifically.

[00:22:07] Maurice Wells: You'll say exactly what information is protected and make the return obligations something people can actually carry out. You don't want to write it so broadly that it takes protections on their own in addition to the non-compete. So across all five of those topics and questions, I think the main point is you want to keep good records of why each restriction is there, where the company operated, which relationships the buyer acquired, and what role the seller had.

[00:22:34] Maurice Wells: If litigation comes later, you know, that will help us explain the protection the parties negotiated. I'd also obviously, as Kaci said, coordinate with the sale and employment agreements before signing, and litigators. They may help protect different interests, and each needs its own justification.

[00:22:50] Jim Flynn: Kaci, when you're sitting there from your side of the deal, let's assume you're representing buyers and they're asking you to get these protections for them. What do you do with advice like Maurice gave you, whether in his article or in his summary as we've been discussing it today, and how do you integrate that?

[00:23:11] Jim Flynn: Or how have you always traditionally already integrated it into your conversations with your clients, your drafting, your consideration of any particular representations that are going to go in the agreements or things like that? How do you take Maurice's general overview and those issues and bring it down to the reality of the deal process?

[00:23:39] Kaci Hohmann: Well, Maurice's points are very well taken from a transactional attorney's perspective, and I think these recent cases that he's emphasized really detail the importance of tailoring restrictive covenants to specific categories and not asking for anything beyond that. And a buyer's first instinct is to ask for everything.

[00:23:59] Kaci Hohmann: They want worldwide geography, super long duration, and they want every affiliate captured under the sun. And I often have to explain to clients that that's an overreach issue, and the BluSky case is a clear example of why it's so important for transactional attorneys to not be overly broad. So it's important to tell clients that the covenant protects what you bought, not what you already own, and the purchase price is what justifies the restrictions, so the restriction needs to match the goodwill the purchase price paid for.

[00:24:26] Kaci Hohmann: And to reiterate what I mentioned earlier, you know, a litigator's perspective can really help capture those structural problems that we transactional attorneys sometimes miss. And when there's numerous covenants in a purchase agreement and across employment agreements and in other ancillary transaction documents, those restrictions need to be looked at holistically, and they all need to be defensible on their own.

[00:24:46] Kaci Hohmann: So it's really important to understand from the client what is the real risk that we're trying to protect against. Is it the founder taking customers? Is it taking key employees, taking know-how? And once we can name that risk, we can draft the language to narrowly address it. And I think as today's discussion highlights, a narrower covenant is a stronger one.

[00:25:07] Jim Flynn: Yeah, and I think that you've highlighted a couple things that are important to emphasize. One of the things when I've been asked to look at transaction documents that I've emphasized is particularly your focus on know-how. You're right in that the covenant will only protect the business you bought.

[00:25:27] Jim Flynn: But if you have know-how or have developed know-how, you can use other restrictions, not the non-compete type, but the confidentiality types and those things to enforce that. And I think getting clients to understand that it's not about one big net that covers everything, but a bunch of smaller nets that cover everything by getting stitched together, I think, you know, you really can see that happen and work well.

[00:25:59] Jim Flynn: And so having that perspective and explaining that to clients in the transactional space can be very helpful because if the client's wishes at the beginning are one big broad covenant, they may feel really great when the deal closes that that's what they got. But then they come to me on the enforcement side and I'm like, "This would've been much better if it was several links in a chain and not one big thing, because we're going to have some enforcement issues."

[00:26:32] Jim Flynn: So working back and forth between litigators, transactional, and the clients in kind of a triangle, I think gets to a good result. So moving towards kind of closing out this discussion, Kaci, if your transactional clients should come away with one thing from this discussion about the role of litigators or the role of collaboration in the M&A transaction process, you know, what is it and why is it important?

[00:27:06] Kaci Hohmann: Yeah, I mean, I would say bring us in early. Have that conversation before the covenant language is set. We can help you draft protections that courts will actually enforce, rather than finding out years later that what you thought was protecting you actually isn't. And ideally, that conversation occurs at the letter of intent stage when the deal structure's still being discussed, and not the night before signing.

[00:27:27] Jim Flynn: Maurice, last question to you. You wrote the article from a litigation perspective, but what pieces of learning would you want to bring to your litigation clients from now having a discussion like this with Kaci and/or other transactional attorneys? How does that help, you know, you as a litigator help your clients?

[00:27:53] Maurice Wells: Well, transactional counsel can really help us understand the commercial bargain that we're being asked to enforce. You know, that includes what the buyer valued, which relationships mattered, what the role the seller would keep, and how the parties split those risks. When those decisions end up in clear, supportable provisions, we're in a much stronger position to explain the case to the court.

[00:28:14] Maurice Wells: And, you know, and when a dispute does come up that same understanding will then help both the claim and a practical way to resolve it. So I just encourage clients to keep those conversations connected between the transactional folks and the litigators. The deal lawyers' understanding of the transaction helps the drafting stage, and it keeps helping when we're deciding what relief to seek.

[00:28:35] Jim Flynn: Great. So let's go to a final wrap here. The national message I think is clear, which is sale-of-business covenants can work, but they don't always work. Buyers do have a legitimate interest in protecting goodwill and customer relationships, but courts are looking hard at whether the covenant is actually tied to what's paid for, and protecting the business actually sold and not some broader competitive advantages.

[00:29:03] Jim Flynn: So really have your litigators have your transactional folks work together, look at that, and carefully assess it. I want to thank Maurice Wells and Kaci Hohmann for a great conversation. Speaking of what we do here on the podcast, subscribe to Speaking of Litigation on YouTube or wherever you get your podcasts if you found this conversation valuable. Thank you.


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