1Non-Competition. The Restricted Parties covenant and agree that, for a period of 3 years beginning on the closing date of the Purchase Agreement (the “Closing Date”), neither the Restricted Parties, nor any entity controlled by the Restricted Parties (an “Affiliate”) will, without the prior written consent of the Operating Partnership, directly or indirectly, own, manage, operate, join, control, or engage or participate in the ownership, management, operation, or control of, or be connected as a shareholder, director, officer, agent, partner, joint venturer, lender, employee, consultant or advisor with, any business or organization any part of which engages in the business of hotel or motel ownership or management or is in competition with any of the business activities of the Operating Partnership, or any affiliate of the Operating Partnership within the Non-Competition Area.
1Non-Competition. The Executive shall not, during the Term (including, for certainty, the Resignation Notice Period) and for a period of twelve (12) months following the termination of the Executive's employment, for any reason, on the Executive's own behalf or on behalf of any Person, without the prior written consent of the Company, whether directly or indirectly, alone, or through or in connection with any Person,
1Non-Competition. Executive agrees that, during the term of his employment, Executive shall not, directly or indirectly, on Executive’s own behalf or on behalf of any other third party not affiliated with Company: (A) perform services in the healthcare information technology consulting industry or any other business in which Company or its subsidiaries engage during the term of this Agreement with the involvement of Executive (the “Business”) anywhere in the United States of America (the “Restricted Territory”), including providing funds for the same; or (B) provide services routinely performed for customers or clients (“Customers”) (directly or indirectly) in the operation of the Business (“Services”) in the Restricted Territory.
1Non-Competition. The Restricted Parties covenant and agree that, except for hotel properties owned, managed or operated by them or their Affiliates as of the date of this Agreement, which includes six (6) hotels located in Colorado and additional hotels in other states (collectively, the “Existing Hotels”) which are listed on the attached schedule of allowable exceptions, for a period of 3 years beginning on the closing date of the Purchase Agreement (the “Closing Date”), neither the Restricted Parties, nor any entity controlled by the Restricted Parties (an “Affiliate”) will, without the prior written consent of the Operating Partnership, directly or indirectly, own, manage, operate, join, control, or engage or participate in the ownership, management, operation, or control of, or be connected as a shareholder, director, officer, agent, partner, joint venturer, lender, employee, consultant or advisor with, any business or organization any part of which engages in the business of hotel or motel ownership or management or is in competition with any of the business activities of the Operating Partnership, or any affiliate of the Operating Partnership within the Non-Competition Area which shall mean and be co-extensive with the Territorial Restriction under the existing Franchise Agreement attached hereto as an integral part of this agreement. The Operating Partnership hereby consents to the Restricted Parties and their Affiliates directly or indirectly, owning, managing, operating, joining, controlling, engaging or participating in the ownership, management, operation of the Existing Hotels,
1Non-Competition. 7.1.1NHSc agrees that it will not, and will ensure that its Affiliates do not, directly or indirectly, alone or with or through its Affiliates or its sublicensees, or other Third Parties directed or controlled by NHSc or its Affiliate in relation to the applicable activities, by contract or otherwise:
1Non-Competition. The Restricted Parties covenant and agree that, for a period of 3 years beginning on the closing date of the Contribution Agreement (the “Closing Date”), neither the Restricted Parties, nor any entity controlled by the Restricted Parties (an “Affiliate”) will, without the prior written consent of the Operating Partnership, which consent shall not be unreasonably withheld or delayed, directly or indirectly, own, manage, operate, join, control, or engage or participate in the ownership, management, operation, or control of, or be connected as a shareholder, director, officer, agent, partner, joint venturer, lender, employee, consultant or advisor with, any business or organization any part of which engages in the business of hotel or motel ownership or management or is in competition with any of the business activities of the Operating Partnership, or any affiliate of the Operating Partnership within the Non-Competition Area.
1Non-Competition. The Restricted Parties covenant and agree that, for a period of 3 years beginning on the closing date of the Purchase Agreement (the “Closing Date”), neither the Restricted Parties, nor any entity controlled by the Restricted Parties (an “Affiliate”) will, without the prior written consent of the Operating Partnership, directly or indirectly, own, manage, operate, join, control, or engage or participate in the ownership, management, operation, or control of, or be connected as a shareholder, director, officer, agent, partner, joint venturer, lender, employee, consultant or advisor with, any business or organization any part of which engages in the business of hotel or motel ownership or management or is in competition with any of the business activities of the Operating Partnership, or any affiliate of the Operating Partnership within the Non-Competition Area. Notwithstanding anything to the contrary set forth herein, Operating Partnership consents to the ownership and management of the Courtyard by Marriott – El Paso Airport and Hilton Garden Inn – University (UTEP) by Contributor’s Affiliates and/or Interested Parties, and these hotels shall be excluded from the scope of the Non-Competition Area.
1Non-Competition. Following the Closing Date and for a period of two (2) years thereafter (the “Non-Competition Period”), Exxx X. Xxxxxx shall not, directly or indirectly: (a) engage in any business or activity that competes with the Company or Buyer, anywhere in the United States; (b) operate or control the operation of any telecommunications business, or other business that competes with any business unit of the Company or Buyer as of the Closing Date; (c) enter the employ of any person or entity engaged in any business or activity that competes with the Company or Buyer or render any consulting or other services to any person or entity for use in or with the effect of competing with the Company or Buyer; or (d) have an interest in any business or activity that competes with the Company or Buyer, in any capacity, including, without limitation, as an investor, partner, stockholder, officer, director, principal, agent, employee, or creditor; provided, however, that nothing herein shall prevent the purchase or ownership by the Seller of less than 3% of the outstanding equity securities of any class of securities of a company registered under Section 12 of the Securities and Exchange Act of 1934, as amended. Notwithstanding anything to the contrary contained in this Section 8 or in the Employment Agreement or the Confidentiality, Inventions and Non-Compete Agreement included in the Exhibits, Exxx Xxxxxx may, upon (i) termination of employment by the Buyer without Cause (as defined in his Employment Agreement), or (ii) expiration of the Employment Term (as defined in his Employment Agreement), be employed by an enterprise company as an in-house member of the information technology department so long as such company is not engaged, and does not become engaged, in any business or activity that competes with the Company or Buyer; provided, that, prior to commencing employment with any such company, Exxx Xxxxxx shall deliver written notice to such company, with a copy to the Buyer, of his obligations hereunder and under the terms of his Employment Agreement or Confidentiality, Inventions and Noncompete Agreement.
1Non-Competition. Executive agrees that, during the term of his employment and for a period of one (1) year following termination of employment with the Company, Executive shall not, directly or indirectly, on Executive’s own behalf or on behalf of any other third party not affiliated with Company: (A) become interested in any entity or organization (whether as an owner, partner, trustee, beneficiary, stockholder, officer, director, employee, consultant, lessor, lessee, or otherwise) that is a competitor of the Company, (B) perform services in the healthcare information technology consulting industry or any other business in which Company or its subsidiaries engage during the term of this Agreement with the involvement of Executive (the “Business”) anywhere in the United States of America (the “Restricted Territory”), including providing funds for the same; or (C) provide services routinely performed for customers or clients (“Customer” or “Customers”) (directly or indirectly) in the operation of the Business (“Services”) in the Restricted Territory. For purposes of this Section 10.1, “competitor” means any person, entity, or organization, including its subsidiaries, successors, heirs and assigns, that manufactures, designs, distributes, and/or sells healthcare cybersecurity, privacy, and compliance products and technologies and/or related products as stand-alone products or for use with personal computers and includes, but is not limited to, any other person, entity, or organization that manufactures, designs, distributes, and/or sells such products that are the same or substantially the same, or that may be substituted for or applied to substantially the same end, as the Company’s products and technologies. In addition to the foregoing, “competitor” includes any person, entity, or organization, including its subsidiaries, successors, heirs and assigns, that manufactures, designs, distributes, and/or sells any product or service that is related to and/or competitive with any product or service manufactured, designed, distributed, or sold by the Company, whether during the period of Executive’s employment with the Company or at any time thereafter. Nevertheless, the foregoing will not restrict the ability of Executive to purchase or otherwise acquire up to two percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities have been registered under Section 12(b) or 12(g) of the Securities Ex...
1Non-Competition. Except as specifically permitted under this Section, the Restricted Parties covenant and agree that, for a period of 3 years beginning on the closing date of the Purchase Agreement (the “Closing Date”), neither the Restricted Parties, nor any entity controlled by the Restricted Parties (an “Affiliate”) will, without the prior written consent of the Operating Partnership, directly or indirectly, own, manage, operate, join, control, or engage or participate in the ownership, management, operation, or control of, or be connected as a shareholder, director, officer, agent, partner, joint venturer, lender, employee, consultant or advisor with, any business or organization any part of which engages in the business of hotel or motel ownership or management or is in competition with any of the business activities of the Operating Partnership, or any affiliate of the Operating Partnership within the Non-Competition Area. The restrictions contained in this Agreement shall not apply to a hotel, motel or other lodging facility which is branded as an extended stay or similar brand which does not compete with the franchise or brand of the hotel which exists as of the date of this Agreement, and preliminary items such as market studies, land acquisition, negotiations, etc. short of opening and/or operating a hotel are not considered “competition”.
