Additional Restrictive Covenants. A. Executive acknowledges and agrees that given the extent and nature of the confidential and proprietary information he/she will obtain during the course of his/her employment with the Company, it would be inevitable that such confidential information would be disclosed or utilized by the Executive should he/she obtain employment from, or otherwise become associated with, an entity or person that is engaged in a business or enterprise that directly competes with the Company. Consequently, if in any period during which the Executive is receiving payments from the Company as a severance benefit, including but not limited to severance pay pursuant to Section 7, Executive shall, without prior written consent of the Company’s Board of Directors, directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by, render service to or be connected in any manner with, any enterprise which is engaged in any business directly competitive with that of the Company, then Company may, in its sole discretion, permanently and/or temporarily cancel and/or suspend any remaining severance payments to Executive. Cancellation or suspension of payments to Executive under this Section 12(A) shall not be deemed a breach of this Agreement by Company. The provisions of this Section 12(A) shall not apply to any passive investment representing an interest of less than two percent (2%) of an outstanding class of publicly-traded securities of any company or other enterprise.
B. During the Employment Period, and for any additional period thereafter during which the Executive is receiving payments from the Company as a severance benefit, including but not limited to severance pay pursuant to Section 7, Executive shall not encourage or solicit any of the Company’s employees to leave the Company’s employ for any reason or interfere in any other manner with employment relationships at the time existing between the Company and its employees. In addition, Executive shall not solicit, directly or indirectly, business from any client of the Company, induce any of the Company’s clients to terminate their existing business relationship with the Company or interfere in any other manner with any existing business relationship between the Company and any client or other third party.
C. Executive acknowledges that monetary damages may not be sufficient to compensate the Company for any economic loss which may be incurred...
Additional Restrictive Covenants. In the event of your Approved Retirement due to your voluntary termination of employment, you shall not compete with the Company Group in any business in which the Company Group is engaged as of your last date of employment that operates in any geographic area in which the Company Group operates as of your last date of employment, for a period of one year following your termination of employment, or until the Payment Date, whichever is the shorter period.
Additional Restrictive Covenants. Executive understands that the nature of Executive’s position gives Executive access to and knowledge of Confidential Information and places him or her in a position of trust and confidence with the Company. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure by Executive is likely to result in unfair or unlawful competitive activity. Executive acknowledges that the Company has expended, and will continue to expend, substantial time, money and effort in developing its Confidential Information; Executive may in the course of Executive’s employment be personally entrusted with and exposed to the Company’s Confidential Information and may have access to the Company’s customers; and the Company would suffer great loss and irreparable harm if Executive were to enter into competition with the Company. Therefore, accordingly, Executive acknowledges and agrees to the restrictive covenants set forth in this section.
Additional Restrictive Covenants. Except for Permitted Restrictive Covenants and restrictions existing under or by reason of (a) applicable Requirements of Law, (b) the Subordinated Note Documents, (c) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Borrower or any Subsidiary of any Borrower, (d) restrictions on the transfer of any asset subject to a Lien permitted pursuant to Sections 8.4(c) and (k), and (e) customary restrictions in agreements relating to the sale of a Subsidiary of any Borrower, pending consummation of such sale, no Borrower shall, or shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective: (i) any consensual restriction limiting the ability (whether by covenant, event of default, subordination or otherwise and including any such the effect of which is to require the providing of equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the Agent and the Lenders) to (A) pay dividends or make any other distributions on shares of its Capital Securities held by any Borrower or any other Subsidiary of any Borrower; (B) pay any obligation to any Borrower or any other Subsidiary of any Borrower; (C) make any loans or advances to or other Investments in any Borrower or in any other Subsidiary of any other Borrower; or (D) create or permit to exist any Lien upon the assets of any Borrower or any Subsidiary of any Borrower, other than Liens permitted under Section 8.4; or (ii) any contractual obligation which could reasonably be expected to restrict or otherwise inhibit in any material respect the Agent's rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default.
Additional Restrictive Covenants. In consideration of the Confidential Information being provided to the Executive as stated in Section 6 above, and other good and valuable new consideration as stated in this Agreement, including, without limitation, employment with the Company, and the business relationships, Company goodwill, work experience, client, customer and/or vendor relationships, and other fruits of employment that the Executive will have the opportunity to obtain, use, and develop under this Agreement, the Executive agrees to the restrictive covenants stated in this Section. The market for the business of the Company is currently worldwide and due to the nature of the Company’s business and the nature of the Executive’s job duties and responsibilities, which are co-extensive with the entire scope of the Company’s business, the performance of the Executive’s job duties and responsibilities is not tied to the physical location or presence of the Company or to any specifically designated territory or area.
Additional Restrictive Covenants. (a) During Executive’s employment with Employer, Executive shall be subject to and must comply with the entirety of the duty of loyalty related provisions set forth in Section 4 of Executive’s Employment Agreement, dated as of December 29, 2022. Further, during Employee’s employment with Employer, Employee shall not directly or indirectly perform work, or assistance in the performance of work, for any entity, third party, or person (including Employee) in the same business, industry, or profession as Employer or Employer’s affiliates, subsidiaries, parent companies, or related companies (collectively, the “Employer and the Related Companies”).
(b) To the extent permitted by law, both during and after Employee’s employment with Employer, Employee shall not use Employer’s trade secrets to directly or indirectly perform work, or assistance in the performance of work, for any entity, third party, or person (including Employee) in the same business, industry, or profession as Employer and the Related Companies.
(c) To the extent permitted by law, both during and after Employee’s employment with Employer, Employee shall not use Employer’s trade secrets to directly or indirectly (i) solicit, induce, or attempt to induce any officer, employee, consultant, or contractor of Employer and the Related Companies to terminate his or her employment or his, her, or its services with Employer and the Related Companies; (ii) solicit, induce, or attempt to induce any officer, employee, consultant, or contractor of Employer and the Related Companies to take employment with another party; (iii) interfere with the relations between Employer and the Related Companies and their current or potential vendors or suppliers.
Additional Restrictive Covenants. No Credit Party shall, or shall permit any of its Subsidiaries to, directly of indirectly, create or otherwise cause or suffer to exist or become effective (a) any consensual restriction limiting the ability (whether by covenant, event of default, subordination or otherwise and including any such the effect of which is to require the providing of equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of Lender) to (i) pay dividends or make any other distributions on shares of its Capital Securities held by such Credit Party or any other Subsidiary of such Credit Party; (ii) pay any Liability owed to such Credit Party or any other Subsidiary of such Credit Party; (iii) make any loans or advances to, or other Investments in, such Credit Party or in any other Subsidiary of such Credit Party; or (iv) create or permit to exist any Lien upon the assets of such Credit Party or any Subsidiary of such Credit Party, other than Liens permitted under Section 7.3; or (b) any contractual obligation which may restrict or inhibit Lender’s rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, other than Permitted Restrictive Covenants.
Additional Restrictive Covenants. In the event of your Approved Retirement, you shall not compete with Prudential [under terms to be determined by the Company].
Additional Restrictive Covenants. Employee understands that the nature of Employee’s position gives Employee access to and knowledge of Confidential Information and places him or her in a position of trust and confidence with the Company. Employee further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure by Employee is likely to result in unfair or unlawful competitive activity. Employee acknowledges that the Company has expended, and will continue to expend, substantial time, money and effort in developing its Confidential Information; Employee may in the course of Employee’s employment be personally entrusted with and exposed to the Company’s Confidential Information and may have access to the Company’s customers; and the Company would suffer great loss and irreparable harm if Employee were to enter into competition with the Company. Therefore, accordingly, Employee acknowledges and agrees to the restrictive covenants set forth in this section.
Additional Restrictive Covenants. The Executive shall abide by the provisions set forth in Sections 1.1, 2.1 and 5.2 of that certain Master Separation Agreement, dated as of the date hereof, by and among the Company, ERT Development Corporation ("EDV"), and Excel Legacy Corporation ("Legacy") on the same terms as are applicable to affiliates of Legacy.
