Buyer Restrictive Covenants Sample Clauses
The Buyer Restrictive Covenants clause sets out specific obligations and limitations on the buyer's actions following the completion of a transaction. Typically, this clause may prohibit the buyer from engaging in certain competitive activities, soliciting employees, or disclosing confidential information related to the acquired business for a defined period. Its core practical function is to protect the seller’s interests and the value of the business by preventing the buyer from taking actions that could undermine the business’s goodwill or competitive position post-sale.
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...
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
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 B▇▇▇▇’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.
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.
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.
Buyer Restrictive Covenants. In consideration of ▇▇▇▇▇▇’s sale of the Shares and the WWE Shares to ▇▇▇▇▇, Buyer covenants and agrees as follows
Buyer Restrictive Covenants