Assignment of Employee Restrictive Covenant Agreements Sample Clauses

Assignment of Employee Restrictive Covenant Agreements. Prior to the Distribution Date, solely to the extent necessary with respect to Restrictive Covenant Agreements to which (a) Harbor or (b) any Subsidiary of Harbor that is not a member of the Spinco Group is a party, Harbor shall, or shall cause a Harbor Subsidiary to, execute a form of global assignment reasonably satisfactory to Voyager with respect to the assignment to Spinco or another member of the Spinco Group designated by Voyager of all of the agreements to which a Spinco Group Employee is a party and that contain restrictive covenants related to confidentiality, ownership of intellectual property, non-competition or non-solicitation (each, a “Restrictive Covenant Agreement”), which form of global assignment will provide that (i) all references to the assigning party under each Restrictive Covenant Agreement shall be deemed to be references to the assignee and (ii) the assigning party waives any and all rights it may have against the Spinco Group Employee that are subject to such Restrictive Covenant Agreement. Notwithstanding the provisions set forth in this Section 7.2, Harbor and each applicable Harbor Subsidiary shall retain all rights under each applicable Restrictive Covenant Agreement to assert a claim with respect to the breach of any such restrictive covenant or the ownership of any such intellectual property to the extent related to the Harbor Business, the Excluded Assets or the Excluded Liabilities.
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Assignment of Employee Restrictive Covenant Agreements. Prior to the Distribution Date, IP shall execute a form of global assignment reasonably satisfactory to UWWH with respect to the assignment to Spinco or another member of the Spinco Group designated by UWWH of all of the agreements to which a Spinco Group Employee is a party and that contain restrictive covenants related to confidentiality, ownership of intellectual property, non-competition or non-solicitation (each, a “Restrictive Covenant Agreement”), which form of global assignment will provide that (i) all references to the assigning party under each Restrictive Covenant Agreement shall be deemed to be references to the assignee and (ii) the assigning party waives any and all rights it may have against the Spinco Group Employee that are subject to such Restrictive Covenant Agreement.
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Assignment of Employee Restrictive Covenant Agreements. Prior to the Closing Date and upon Issuer’s request, Transferor shall execute a form of global assignment reasonably satisfactory to Parent with respect to the assignment to Issuer or any of its Subsidiaries designated by Parent of all of the agreements to which a Business Employee is a party and that may be assigned in accordance with its terms or pursuant to applicable Law and that contain restrictive covenants relating to confidentiality, ownership of intellectual property, non-competition or non-solicitation (each, a “Restrictive Covenant Agreement”), which form of global assignment will provide that (a) all references to the assigning party under each Restrictive Covenant Agreement shall be deemed to be references to the assignee and (b) the assigning party waives any and all rights it may have against the Business Employee that are subject to such Restrictive Covenant Agreement.
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Related to Assignment of Employee Restrictive Covenant Agreements

  • Restrictive Covenant Agreement The Company’s obligations under this Agreement, including the Company’s agreement to provide severance and to allow Employee to participate in the other compensation programs as provided on Schedule A, is conditioned on Employee signing a Restrictive Covenant Agreement in the form of Schedule B (the “Restrictive Covenant Agreement”).

  • Restrictive Covenant Agreements The Executive agrees to be bound by the Invention and Non-Disclosure Agreement attached hereto as Exhibit A and the Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B (Exhibit A and Exhibit B together referred to as the “Restrictive Covenant Agreements”), each of which are incorporated by reference herein. The provisions of the Restrictive Covenant Agreements shall survive the term of this Agreement pursuant to the terms set forth in Exhibit A or Exhibit B, as applicable.

  • Employment and Non-Competition Agreements The employees of Target set forth on Schedule 5.17 shall have accepted employment with Acquiror and shall have entered into an Employment and Non-Competition Agreement substantially in the form attached hereto as Exhibits H-1, et. seq.

  • Confidentiality and Restrictive Covenants (a) The Executive acknowledges that:

  • Employment and Noncompetition Agreements The Employment and Noncompetition Agreements referred to in Sections 7.1 and 8.3, duly executed by the persons referred to in such Sections.

  • Confidential Information and Restrictive Covenants As a condition of the Executive’s employment with the Company, the Executive shall enter into and abide by the Company’s Employee Non-Compete Agreement.

  • Non-Competition Restriction Except with the prior written consent of the Company, the Employee shall not, either during his employment hereunder or for the period of time after termination of his employment hereunder during which the Employee accepts severance payments pursuant to Section 7(b) (if applicable), directly or indirectly manage, operate, control, be employed by, participate in, consult with, render services to, or be connected in any manner with the management, operation, ownership or control of any business or venture in competition in the United States with the business of the Company. For purposes of this Section 6(a), a business or venture shall be deemed to be in competition with the business of the Company if that business or venture or any of its affiliates manufactures, distributes, or otherwise engages in the design, sale, or transportation of cabinets for residential use, including but not limited to such cabinet products intended for the primary use in the kitchen or bathroom. Nothing in this Section 6(a) however, shall prohibit the Employee from owning securities of the Company or from owning as an inactive investor up to 5% of the outstanding voting securities of any issuer which is listed on the New York Stock Exchange, American Stock Exchange or the NASDAQ Stock Market or any of their respective successors. If the Employee directly or indirectly manages, operates, controls, is employed by, participates in, consults with, renders services to, or is connected in any manner with the management, operation, ownership or control of any business or venture which is in competition in the United States with the business of the Company, then the Company shall be entitled to immediately terminate any and all severance payments being made pursuant to Section 7(b), if any, and other benefits to which the Employee would otherwise be entitled.

  • Amendment of Employment Agreement The Employment Agreement is hereby amended as follows:

  • Noncompetition Agreements Purchaser shall have executed and delivered to each Seller a Noncompetition Agreement substantially in the form attached hereto as Schedule 6.5(a).

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