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,
(1) carry on or be engaged in a capacity that is the same as or similar to the position occupied by the Executive during the Term, for any undertaking or business in all or part of the Territory which is competitive, in any way, with the Business; or
(2) have any financial interest in or be otherwise commercially involved in any undertaking or business in all or part of the Territory which is competitive, in any way, with the Business.
1Non-Competition. Branson will not, without the prior written consent of the Company:
(a) divert or attempt to divert any business of, or any customers of the Company or of any of its subsidiaries, to any other competitive establishment, by direct or indirect inducement or otherwise; and
(b) directly or indirectly impair or seek to impair the reputation of the Company, nor any relationships that the Company has with its employees, customers, suppliers, agents or other parties with which the Company does business or has contractual relations; or
(c) directly or indirectly, in any way, solicit, hire or engage the services of any employee of the Company, or persuade or attempt to persuade any such individual to terminate his or her employment with the Company.
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 Primary and Secondary Radius (defined in 1.2). 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:
(a) until the later of (i) the date that is [***] ([***]) [***] after the Effective Date and (ii) the date that is [***] ([***]) [***] after the final day of the Term, engage in Prohibited Drug Research in respect of, or any Prohibited Development of, or commercialize, any Competitive OIT Product for the treatment of peanut allergies;
(b) until the later of (i) the date that is [***] ([***]) [***] after the Effective Date and (ii) the date that is [***] ([***]) [***] after the final day of the Term, engage in any Prohibited Development of, or commercialize, any Competitive OIT Product for the treatment of any allergies to [***], or [***] (including but not limited to [***]); or
(c) until the later of (i) the date that is [***] ([***]) [***] after the Effective Date and (ii) [***] the Term, commercialize any Competitive OIT Product for the treatment of any food allergies [***] of this Section 7.1.1. As used herein, the following terms have the following meanings:
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. From and after Closing until the date that is one (1) year after the Closing Date:
(1) Sellers and their Affiliates shall not, without the consent of Buyer, directly or indirectly (A) encourage, facilitate, solicit, initiate or participate in discussions or negotiations with, or provide any information to, any existing co-working interest owner of the Assets, with respect to a Prohibited Transaction or (B) purchase, acquire, or earn (or purchase or acquire the right to purchase, acquire or earn) from any existing co-working interest owner of the Assets any Hydrocarbon leases, Hydrocarbon interests, royalty interest, overriding royalty interests, Hydrocarbon interests payable out of production, production payments or any other contractual rights to acquire any of the foregoing interests covering the Designated Prospects (such purchase, acquisition, or earning, a “Prohibited Transaction”). Without limiting the foregoing, each Seller hereby agrees to immediately cease any and all discussions, negotiations or other activities related to such purchase, acquisition, or earn-out to the extent such discussions, negotiations or other activities are occurring or have occurred on or prior to the execution of this Agreement by all Parties, except for those existing negotiations with the parties listed on Schedule 6.1 and to the extent described in Schedule 6.1. Each Seller, on behalf of such Seller and its Affiliates, hereby waives and disclaims any preferential purchase right, right of first refusal, or other similar rights and any applicable consents that it may have and that may be applicable to any transaction in which Buyer purchases, acquires, or earns (or purchases or acquires the right to purchase, acquire or earn) any Hydrocarbon leases, Hydrocarbon interests, royalty interest, overriding royalty interests, Hydrocarbon interests payable out of production, production payments or any other contractual rights to acquire any of the foregoing interests covering any portion of the lands within the Designated Prospects.
(2) Buyer shall not (A) obtain any oil and gas leases from the lessor(s) of the Buyer Leases covering all or a portion of the lands covered by the Buyer Leases which may expire during such one (1) year period; or (B) sell, assign, convey, transfer or otherwise dispose of or disclose to any third party, any Buyer Lease Records, provided, however, that the foregoing shall 20 not restrict disclosures that are required (upon advice of counsel) by applica...
1Non-Competition. The Restricted Parties covenant and agree that, for a period of one (1) year beginning on the closing date of the Amended & Restated 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, 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, employee, consultant or advisor with any business or organization which owns or manages a hotel or motel that is in direct competition with the Hotel and located within the Non-Competition Area. Notwithstanding the foregoing or anything herein to the contrary, the restrictive covenant set forth in this Agreement shall not prohibit, and does not prohibit, any of the Restricted Parties or any of their Affiliates from making loans (whether secured by real property or equity interests), including, without limitation, loans participating in cash flow appreciation, to or making equity investments, including, without limitation, preferred equity investments in, businesses or organizations (or any of such businesses or organizations’ affiliates) which, directly or indirectly, own properties engaging in the business of hotel or motel ownership or management within the Non-Competition Area or from becoming an owner or operator of any such businesses, organizations, or properties by virtue of the Restricted Parties or their Affiliates exercising any remedies as lender under those loans or by virtue of a deed or assignment in lieu of foreclosure.
1Non-Competition. The Executive shall not, while employed by the Company or the Hut Group (including, for certainty, the Resignation Notice Period) and/or serving as a member of the Board (as applicable, “Board Service”) and for a period of twelve (12) months following the later of the termination of the Executive’s employment or Board Service (the “Non-Compete Tail Period”), 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,
(1) carry on or be engaged in a capacity that is the same as or similar to the position occupied by the Executive during the Term, for any undertaking or business in all or part of the Territory which is competitive, in any way, with the Business; or
(2) have any financial interest in or be otherwise commercially involved in any undertaking or business in all or part of the Territory which is competitive, in any way, with the Business.
