Activities After the Term Sample Clauses

Activities After the Term. (i) The Executive agrees and acknowledges that the provisions of this Section 11b. are necessary to protect the legitimate business interests of the Company and are fair and reasonable for numerous reasons, including the Executive’s receipt of the specific consideration expressed in Sections 2, 4, 5, 6, 10 and 12 of this Agreement. In addition, as a result of the Executive’s executive position with the Company, the Executive has had, and will continue to have, access to significant confidential, proprietary or trade secret information of the Company, so that, if the Executive were employed by a competitor of the Company, there would be a substantial risk to the Company of the Executive’s use of its confidential, proprietary or trade secret information. Based on the foregoing, for a period of six (6) months after the termination of the Executive’s employment with the Company, absent the Company’s prior written approval (with concurrence by the Board), the Executive will not directly or indirectly: (A) render any services to, or engage in any activities for, any other person, firm, corporation or business organization with respect to any product, process, technology or service, in existence or under development that substantially resembles or competes with a product, process, or service of the Company in existence or under development upon which the Executive worked or exercised supervisory responsibility at the time during the Executive’s employment with the Company; 83205071.8 144975-000020 (B) solicit employees of the Company to leave their employ or offer or cause to be offered employment to any person who is or was employed by the Company at any time during the six (6) months prior to the termination of the Executive’s employment with the Company; (C) entice, induce or encourage any of the Company’s other employees to engage in any activity that, were it done by the Executive would violate any provision of this Section 11b.; or (D) otherwise attempt to interfere with or disrupt the business or activities of the Company or its subsidiaries or affiliates after written notice and a 60-day cure period. (ii) The Executive agrees that if he acts in violation of this Section 11 b., the number of days that the Executive is in violation will be added to the time period specified in this Section 11b. (iii) Regardless of the foregoing, the provisions of this Section 11b. shall not apply to the Executive if this Agreement is terminated by (y) by the Executive for G...
Sample 1
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Activities After the Term. The following provisions apply to the Consultant after the Term. (a) The Consultant agrees and acknowledges that the provisions of this Section 3.2 are necessary to protect the legitimate business interests of the Company and are fair and reasonable for numerous reasons, including the Consultant’s receipt of the specific consideration expressed in Article II of this Agreement. In addition, as a result of the Consultant’s position with the Company, the Consultant has had, and will continue to have, access to significant confidential, proprietary or trade secret information of the Company, so that, if the Consultant were employed by a competitor of the Company, there would be a substantial risk to the Company of the Consultant’s use of its confidential, proprietary or trade secret information. Based on the foregoing, for a period of six (6) months after the termination of the Consultant’s employment with the Company, absent the Company’s prior written approval (with concurrence by the Board), the Consultant will not directly or indirectly: (i) render any services to, or engage in any activities for, any other person, firm, corporation or business organization with respect to any product, process, technology or service, in existence or under development that substantially resembles or competes with a product, process, or service of the Company in existence or under development upon which the Consultant worked or exercised supervisory responsibility at the time during the Consultant’s employment with the Company; (ii) solicit employees of the Company to leave their employ or offer or cause to be offered employment to any person who is or was employed by the Company at any time during the six(6) months prior to the termination of the Consultant’s employment with the Company; (iii) entice, induce or encourage any of the Company’s other employees to engage in any activity that, were it done by the Consultant would violate any provision of this Section 3.2; or (iv) otherwise attempt to interfere with or disrupt the business or activities of the Company or its subsidiaries or affiliates after written notice and a 60-day cure period. (b) The Consultant agrees that if he acts in violation of this Section 3.2, the number of days that the Consultant is in violation will be added to the time period specified in this Section. (c) Regardless of the foregoing, the provisions of this Section 3.2 shall not apply to the Consultant if this Agreement is terminated by (i) the Co...
Sample 1

Related to Activities After the Term

  • Short Sales and Confidentiality After The Date Hereof Each Purchaser severally and not jointly with the other Purchasers covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales during the period commencing at the Discussion Time and ending at the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.6. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.6, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that coverage of short sales of shares of the Common Stock “against the box” prior to the Effective Date of the Registration Statement with the Securities is a violation of Section 5 of the Securities Act, as set forth in Item 65, Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.6. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser's assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

  • Obligation after the termination of personal data processing services

  • Obligations after Termination a. Following termination of this Agreement, a Party shall remain liable for all obligations arising hereunder prior to the effective date of termination, including all obligations accrued prior to the effective date, imposed on the Party by this Agreement or the ISO Tariffs or other ISO Related Agreements. b. Termination of this Agreement shall not relieve the NTO of any continuing obligation it may have under the ISO Tariffs and ISO Related Agreements, unless the NTO also withdraws from the ISO Tariffs or ISO Related Agreements.

  • Obligations Following Termination If a Non-Defaulting Party terminates this Agreement pursuant to this Section 13(b), then following such termination, Seller shall, at the sole cost and expense of the Defaulting Party, remove the equipment (except for mounting pads and support structures) constituting the System. The Non-Defaulting Party shall take all commercially reasonable efforts to mitigate its damages as the result of a Default Event.

  • During the Term As compensation for services hereunder rendered during the Term hereof, Executive shall receive a base salary (“Base Salary”) of Five Hundred Thousand Dollars ($500,000) per year payable in equal installments in accordance with the Company’s payroll procedure for its salaried executives. Salary payments and other payments under this Agreement shall be subject to withholding of taxes and other appropriate and customary amounts. Executive may receive increases in his Base Salary from time to time, based upon his performance, subject to approval of the Company.

  • Following Termination 11.2.1 the Parties will agree the procedure for administering the Insurance Business current at the time of termination; 11.2.2 the Broker will make all reasonable efforts to provide the Company with contact details for any Insured or other party with whom the Company has contracted in the conduct of Insurance Business where:- 11.2.2.1 the Broker has acted as the agent of the Company; and 11.2.2.2 where such information is reasonably required in order for the Company to carry out its obligations in relation to Insurance Business concluded in accordance with this Agreement. 11.2.3 Where permissible the Parties will remain liable to perform their obligations in accordance with the terms of this Agreement in respect of all Insurance Business subject to this Agreement until all Insurance Business has expired or has otherwise been terminated.

  • Survival on Termination The following Paragraphs and Articles shall survive the termination of this Agreement: (a) Article 4 (REPORTS, RECORDS AND PAYMENTS); (b) Paragraph 7.4 (Disposition of Licensed Products on Hand); (c) Paragraph 8.2 (Indemnification); (d) Article 9 (USE OF NAMES AND TRADEMARKS); (e) Paragraph 10.2 hereof (Secrecy); and (f) Paragraph 10.5 (Failure to Perform).

  • Duties and Responsibilities of the Trustee; During Default; Prior to Default With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a series has occurred (which has not been cured or waived) the Trustee shall exercise with respect to such series of Securities such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that (a) prior to the occurrence of an Event of Default with respect to the Securities of any series and after the curing or waiving of all such Events of Default with respect to such series which may have occurred: (i) the duties and obligations of the Trustee with respect to the Securities of any Series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders pursuant to Section 4.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. The provisions of this Section 5.01 are in furtherance of and subject to Sections 315 and 316 of the Trust Indenture Act of 1939.

  • Requirements Pertaining Only to Federal Grants and Subrecipient Agreements If this Agreement is a grant that is funded in whole or in part by Federal funds:

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