Buyer Restrictive Covenants Sample Clauses

Buyer Restrictive Covenants. (i) For the Restricted Period, Buyer shall not, and shall not permit any of its Affiliates to, directly or indirectly engage in the Conferencing Restricted Business in the Conferencing Territory. (ii) During the Restricted Period, Buyer shall not, and shall not permit any of its Affiliates to, directly or indirectly, take any action to solicit any employee or independent contractor of any Seller to terminate or lessen such employment or contract with any Seller, except pursuant to a general advertisement which is not directed specifically to any such employees; provided that, for purposes of clarification, the restriction contained in this Section 5.02(b)(ii) shall not prohibit Buyer or its Affiliates from hiring any employee or independent contractor who initiates contact with Buyer or its Affiliates following the termination of such employee’s employment with, or independent contractor’s relationship as a service provider with, any Seller. (iii) During the Restricted Period, Buyer shall not, and shall not permit any of its Affiliates to, directly or indirectly, take any action to solicit, contact or call upon, or attempt to solicit, contact or call upon any clients or customers or actively sought prospective clients or customers of any Seller who were clients or customers or actively sought prospective clients or customers within five years prior to the Closing Date, for purposes of selling products or services competitive with the Conferencing Restricted Business of Sellers. (iv) If Buyer breaches, or threatens to commit a breach of, any of the provisions of this Section 5.02(b), each of Sellers shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to such Seller under law or in equity: (A) the right and remedy to enjoin violations of the provisions of this Section 5.02(b), without the necessity of posting a bond or surety, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to such Seller and that money damages may not provide an adequate remedy to such Seller; and (B) the right and remedy to recover from Buyer all monetary damages suffered by such Seller or its Affiliates as the result of any acts or omissions constituting a breach of this Section 5.02(b); (C) in the event that such Seller is the prevailing party in an...
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Buyer Restrictive Covenants. 39 6.20 Payments of Cash Prior to Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 ARTICLE VII TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 7.1. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 7.2. Procedure and Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
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Buyer Restrictive Covenants. (a) Buyer agrees that, without the prior written consent of the Retained Group Signatories, Buyer will not, directly or indirectly, at any time after the date which is ten (10) months after the Closing Date, use the name "Georgetown", "Georgetown Wire" or any similar name in connection with the business of Buyer or the GWC Group and within the ten (10) month period immediately following the Closing shall take all appropriate actions to change the legal corporate name of GWCI to a name that does not include the word "Georgetown" and to file with the states of California, Oregon and Washington, respectively, a Certificate of Amended Corporate Name.
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Buyer Restrictive Covenants. In consideration of Xxxxxx’s sale of the Shares and the WWE Shares to Xxxxx, Buyer covenants and agrees as follows
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Buyer Restrictive Covenants. Buyer covenants that: (a) for a period of two years from and after the Closing Date, Buyer will not, directly or indirectly, (i) solicit in any manner or provide any hosting services or products or hosting related services or products to any customers of Seller, including the Included Clients, or (ii) cause, induce or attempt to cause or induce any such customer of Seller, including the Included Clients, to cease doing business with Seller, to deal with any competitor of Seller or in any way interfere with its relationship with Seller; and (b) for a period of one year from and after the Closing Date, Buyer will not, directly or indirectly employ, or knowingly permit any company or business directly or indirectly controlled by it to employ, any employee who is then an employee of Seller or was an employee of Seller at any time during the prior six (6) months (other than the Retained Employees), or in any manner to seek to induce any such employee of Seller (other than the Retained Employees) to leave his employment with Seller.
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Buyer Restrictive Covenants. (a) Prior to the Closing Date, Buyer shall not solicit the customers associated with the Deposit Accounts and Loans through advertising specifically referencing or targeted to such customers nor transact their respective businesses in such a way that is reasonably likely to (a) induce such customers to close Deposit Accounts or payoff Loans with Seller and open deposit accounts or make loans directly with Buyer, or (b) result in the transfer of all or a portion of an existing Deposit Accounts or Loans from Seller. Notwithstanding the foregoing sentence, Buyer shall be permitted to (i) engage in advertising, solicitations or marketing campaigns not primarily directed to or targeted at such customers, (ii) engage in lending, deposit, safe deposit, trust or other financial services relationships existing as of the date hereof with such customers through branch offices of Buyer, (iii) respond to unsolicited inquiries by such customers with respect to banking or other financial services offered by Buyer and (iv) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof. The foregoing shall not prevent Bxxxx’s general solicitation of individuals in Buyer’s field of membership. (b) During the Restricted Period, Buyer and its Affiliates will not directly solicit any officers or employees of Seller who are not becoming a Branch Employee; provided, however, that this Section shall not apply to Buyer’s use of general non-targeted employment advertising or to any Branch Employee whose employment is terminated by Seller. Seller agrees that, except in accordance with the other provisions of this Agreement, from the date hereof through the second anniversary of the Closing Date, it shall not, directly or indirectly, solicit for employment, retain as an independent contractor or consultant, induce to terminate employment with Seller or otherwise interfere with Seller’s employment relationships with any employees of Seller.
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Buyer Restrictive Covenants 
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Related to Buyer Restrictive Covenants

  • 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.

  • Survival of Restrictive Covenants Employee acknowledges that the above restrictive covenants shall survive the termination of this Agreement and the termination of Employee’s employment for any reason. Employee further acknowledges that any alleged breach by the Company of any contractual, statutory or other obligation shall not excuse or terminate the obligations hereunder or otherwise preclude the Company from seeking injunctive or other relief. Rather, Employee acknowledges that such obligations are independent and separate covenants undertaken by Employee for the benefit of the Company.

  • Confidentiality and Restrictive Covenants (a) The Executive acknowledges that: (i) the Company (which, for purposes of this Section 8 shall include the Company and each of its subsidiaries and affiliates) operates membership warehouse clubs in Central America, Colombia and the Caribbean (the “Business”); (ii) the Company is dependent on the efforts of a certain limited number of persons who have developed, or will be responsible for developing the Company’s Business; (iii) the Company’s Business is international in scope; (iv) the Business in which the Company is engaged is intensely competitive and that Executive’s employment by the Company will require that he have access to and knowledge of nonpublic confidential information of the Company and the Company’s Business, including, but not limited to, certain/all of the Company’s products, plans for creation, acquisition or disposition of products or publications, strategic and expansion plans, formulas, research results, marketing plans, financial status and plans, budgets, forecasts, profit or loss figures, distributors and distribution strategies, pricing strategies, improvements, sales figures, contracts, agreements, then existing or then prospective suppliers and sources of supply and customer lists, undertakings with or with respect to the Company’s customers or prospective customers, and patient information, product development plans, rules and regulations, personnel information and trade secrets of the Company, all of which are of vital importance to the success of the Company’s business (collectively, “Confidential Information”); (v) the direct or indirect disclosure of any Confidential Information would place the Company at a serious competitive disadvantage and would do serious damage, financial and otherwise, to the Company’s business; (vi) by his training, experience and expertise, the Executive’s services to the Company is special and unique; (vii) the covenants and agreements of the Executive contained in this Section 8 are essential to the business and goodwill of the Company; and (viii) if the Executive leaves the Company’s employ to work for a competitive business, in any capacity, it would cause the Company irreparable harm.

  • Restrictive Covenants Agreement I understand that I am or will be an employee to or other service-provider of The Xxxxx Xxxxx Company and/or its Subsidiaries and/or its Affiliates (collectively the "Company"), and will learn and have access to the Company's confidential, trade secret and proprietary information and key business relationships. I understand that the products and services that the Company develops, provides and markets are unique. Further, I know that my promises in this Restrictive Covenants Agreement (the "Agreement") are an important way for the Company to protect its proprietary interests and that The Xxxxx Xxxxx Company would not have granted me RSUs or other equity grants unless I made such promises. In addition to other good and valuable consideration, I am expressly being given RSUs or other equity grants in exchange for my agreeing to the terms of this Agreement. In consideration of the foregoing, I (the "Executive") agree as follows:

  • Restrictive Covenant (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

  • Restrictive Covenants a. The Property is believed and shall be taken to be correctly described and is sold subject to:- (i) All existing easement, public and private right of way, support, drainage, light and all other rights or other incidents (if any), lease, tenancy, occupier, encroachment, trespass, nuisance, charge, lien, caveat, previous sale and purchase, previous assignment, covenant, common right and liability (including but not limited to liability to local authorities incurred but not ascertained and any rate made but not demanded), express and implied condition, restriction-in-interest and encumbrances subsisting thereon or there over without any obligation arising for the Assignee to define the same respectively; (ii) Any notice or knowledge of acquisition proceedings, encroachment or that the Government or other authority has any immediate intention of acquiring the whole or any part of the Property for road, back lane or other improvement scheme whatever affecting the same. b. The Purchaser shall be deemed to have full knowledge of the nature and effect thereof and shall make no objection or requisition in respect thereof.

  • Enforcement of Restrictive Covenants For the avoidance of doubt, nothing in this Section 7(i) limits the remedies available to Employer under Section 14 hereof.

  • Breach of Restrictive Covenants Without limiting the remedies available to the Company, Employee acknowledges that a breach of any of the covenants contained in Section 10 hereof may result in material irreparable injury to the Company Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction, without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach of Section 10 hereof, restraining Employee from engaging in activities prohibited by Section 10 hereof or such other relief as may be required specifically to enforce any of the covenants in Section 10 hereof. Notwithstanding any other provision to the contrary, the Restricted Period shall be tolled during any period of violation of any of the covenants in Section 10 (b) or (c) hereof and during any other period required for litigation during which the Company seeks to enforce such covenants against Employee if it is ultimately determined that Employee was in breach of such covenants.

  • TENANCIES AND RESTRICTIVE COVENANTS The Property is believed to be and shall be taken to be correctly described and is sold subject to all express conditions, restrictions-in-interest, caveats, leases, tenancies, easements, liabilities, encumbrances and rights, if any, subsisting thereon or thereover without the obligation to define the same respectively and the Purchaser is deemed to have full knowledge thereof.

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