Common use of COMPETITION, ETC Clause in Contracts

COMPETITION, ETC. (a) During the Employment Term and during the two-year period following the end of the Employment Term for any reason whatsoever, provided that payments, if any, required pursuant to Section 7(b) hereof are made in full and in a timely fashion: (i) the Employee will not directly or indirectly (as a director, officer, employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization which engages in competition with the Company or any of its affiliates in any State where any business shall be carried on (or formally contemplated to be carried on) by the Company or any of its affiliates during the Employment Term or as of the end of the Employment Term, as the case may be, PROVIDED, HOWEVER, that the provisions of this Section 9(a)(i) shall not be deemed to prohibit (A) the Employee's ownership of not more than five percent (5%) of the total shares of all classes of stock outstanding of any publicly held company, or ownership, whether through direct or indirect stock holdings or otherwise, of one percent (1%) or more of any other business or (B) non-profit public service activities, as contemplated by Section 3 hereof; and (ii) the Employee will not directly or indirectly induce or attempt to induce any employee of the Company or any affiliate of the Company to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any such affiliate and any employee thereof. (b) For purposes of this Section 9, a person or entity (including, without limitation, the Employee) shall be deemed to be a competitor of the Company or any of its affiliates, or a person or entity (including, without limitation, the Employee) shall be deemed to be engaging in competition with the Company or any of its affiliates, if such person or entity in any way conducts, operates, carries out or engages in (i) the business of vehicle location and fleet management services or related services and supplies, or (ii) such other business or businesses as the Company may conduct in the future in such geographical area or areas as such business or businesses are conducted. (c) For purposes of this Section 9, no company or entity that may be deemed to be an affiliate of the Company solely by reason of its being controlled by, or under common control with, any of the Investors or their respective affiliates other than the Company, will be deemed to be an affiliate of the Company. (d) In connection with the foregoing provisions of this Section 9, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 9 (including, without limitation, time and territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its affiliates. It is understood and agreed that the covenants made by the Employee in this Section 9 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement, except as otherwise expressly provided herein. (e) The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 9 would be inadequate and, therefore, agrees that the Company and any of its affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in cases of any such breach or threatened breach; PROVIDED, HOWEVER, that nothing contained herein shall be construed as prohibiting the Company or any of its affiliates from pursuing any other rights and remedies available for any such breach or threatened breach.

COMPETITION, ETC. (a) During the Employment Term and during the two-year period following the end of the Employment Term for any reason whatsoever, provided that payments, if any, required pursuant to Section 7(b) hereof are made in full and in a timely fashion: (i) the Employee will not directly or indirectly (as a director, officer, employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization which engages in competition with the Company or any of its affiliates in any State where any business shall be carried on (or formally contemplated to be carried on) by the Company or any of its affiliates during the Employment Term or as of the end of the Employment Term, as the case may be, PROVIDEDprovided, HOWEVERhowever, that the provisions of this Section 9(a)(i) shall not be deemed to prohibit (A) the Employee's ownership of not more than five percent (5%) of the total shares of all classes of stock outstanding of any publicly held company, or ownership, whether through direct or indirect stock holdings or otherwise, of one percent (1%) or more of any other business or (B) non-profit public service activities, as contemplated by Section 3 hereof; and (ii) the Employee will not directly or indirectly induce or attempt to induce any employee of the Company or any affiliate of the Company to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any such affiliate and any employee thereof. (b) For purposes of this Section 9, a person or entity (including, without limitation, the Employee) shall be deemed to be a competitor of the Company or any of its affiliates, or a person or entity (including, without limitation, the Employee) shall be deemed to be engaging in competition with the Company or any of its affiliates, if such person or entity in any way conducts, operates, carries out or engages in (i) the business of vehicle location and fleet management services or related services and supplies, or (ii) such other business or businesses as the Company may conduct in the future in such geographical area or areas as such business or businesses are conducted. (c) For purposes of this Section 9, no company or entity that may be deemed to be an affiliate of the Company solely by reason of its being controlled by, or under common control with, any of the Investors or their respective affiliates other than the Company, will be deemed to be an affiliate of the Company. (d) In connection with the foregoing provisions of this Section 9, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 9 (including, without limitation, time and territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its affiliates. It is understood and agreed that the covenants made by the Employee in this Section 9 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement, except as otherwise expressly provided herein. (e) The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 9 would be inadequate and, therefore, agrees that the Company and any of its affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in cases of any such breach or threatened breach; PROVIDEDprovided, HOWEVERhowever, that nothing contained herein shall be construed as prohibiting the Company or any of its affiliates from pursuing any other rights and remedies available for any such breach or threatened breach.

COMPETITION, ETC. (a) During the Employment Term period beginning on the date hereof and during ending on the two-year period following the end fifth anniversary of the Employment Term for date hereof, none of the Seller Entities or any reason whatsoever, provided that payments, if any, required pursuant to Section 7(bof their Affiliates (as defined in the Purchase Agreement) hereof are made in full and in a timely fashion: (i) the Employee will not shall directly or indirectly (as a director, officer, employee, manager, consultant, independent contractor, advisor advisor, assistant or otherwise) engage in competition witha business or activity, or own any interest inin any business, perform any (x) that provides to hospitals, emergency medical transport agencies or other similar organizations located in North America that primarily provide healthcare services forto patients (collectively, participate in or be connected with any business or organization which engages in competition with the Company or “Healthcare Providers”) any of its affiliates in the services currently provided by either the EMS Business or the Business Office Business or (y) any State where any business shall be carried on (or formally contemplated to be carried on) other complementary services currently provided by the Company or any Businesses that involve the management of its affiliates during healthcare accounts receivable for such providers (the Employment Term or as of services referred to in clause (x) and (y) being collectively called the end of the Employment Term“Competing Services”); provided, as the case may be, PROVIDED, HOWEVERhowever, that the provisions of this Section 9(a)(i) 1 shall not be deemed to prohibit the Seller Entities or any of their Affiliates from: (Ai) acquiring and owning any interest in any business that derives less than 10% of its annual revenue from the Employee's ownership provision of Competing Services (and the provisions of this Section 1 shall not apply to such acquired business but shall continue with respect to the Seller Entities and their Affiliates immediately prior to such acquisition); (ii) being acquired by a company or other business organization that provides Competing Services or is otherwise in competition with Purchaser or Accordis (and the provisions of this Section 1 shall not apply to such acquiring entity and its Affiliates, other than the Seller Entities and Seller’s Affiliates immediately prior to such acquisition); (iii) owning not more than five percent (5%) % of the total outstanding shares of all classes any class of capital stock outstanding of any publicly held company, or ownership, whether through direct or indirect stock holdings or otherwise, company that engages in the Competing Services; or (iv) owning not more than 5% of one percent (1%) or more the outstanding voting equity securities of any other business or (B) non-profit public service activities, as contemplated by Section 3 hereof; and (ii) that engages in the Employee will not directly or indirectly induce or attempt to induce any employee of the Company or any affiliate of the Company to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any such affiliate and any employee thereofCompeting Services. (b) For purposes of this Section 9, a person or entity (including, without limitation, During the Employee) shall be deemed to be a competitor period beginning on the date hereof and ending on the fifth anniversary of the Company date hereof, none of the Seller Entities or any of its affiliatestheir Affiliates shall directly or indirectly (as a consultant, independent contractor, advisor, assistant or a person or entity (including, without limitation, the Employeeotherwise) shall be deemed to be engaging in competition with the Company or any of its affiliates, if such person or entity in any way conducts, operates, carries out or engages in (i) divert, take away or otherwise alter, or attempt to divert, take away or otherwise alter, the business arrangements between the Businesses and any of vehicle location and fleet management services or related services and supplies, their customers with respect to Competing Services or (ii) such other business or businesses as the Company may conduct in the future in such geographical area or areas as such business or businesses are conducted. (c) For purposes of this Section 9, no company or entity that may be deemed to be an affiliate otherwise solicit any existing customer of the Company solely by reason of its being controlled by, Businesses or under common control with, any of the Investors or their respective affiliates other than the Company, will be deemed prospective Healthcare Provider to be an affiliate of the Company. (d) purchase Competing Services. In connection with the foregoing provisions of this Section 91, the Employee Seller represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 9 (including, without limitation, time and territorial limitations) herein are reasonable and properly required for the adequate protection of the businesses of Businesses acquired by Purchaser pursuant to the Company and its affiliates. It is understood and agreed that the covenants made by the Employee in this Section 9 (and in Section 6 hereof) shall survive the expiration or termination of this Purchase Agreement, except as otherwise expressly provided herein. (e) The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 9 would be inadequate and, therefore, agrees that the Company and any of its affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in cases of any such breach or threatened breach; PROVIDED, HOWEVER, that nothing contained herein shall be construed as prohibiting the Company or any of its affiliates from pursuing any other rights and remedies available for any such breach or threatened breach.

COMPETITION, ETC. (a) During the Employment Term and during the two-year period following the end of the Employment Term for any reason whatsoever, provided that payments, if any, required pursuant to Section 7(b) hereof are made in full and in a timely fashion: (i) the Employee will not directly or indirectly (as a director, officer, employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization which engages in competition with the Company or any of its affiliates in any State where any business shall be carried on (or formally contemplated to be carried on) by the Company or any of its affiliates during the Employment Term or as of the end of the Employment Term, as the case may be, PROVIDED, HOWEVER, that the provisions of this Section 9(a)(i) shall not be deemed to prohibit prohib- it (A) the Employee's ownership of not more than five percent (5%) of the total shares of all classes of stock outstanding of any publicly held company, or ownership, whether through direct or indirect stock holdings or otherwise, of one percent (1%) or more of any other business or (B) non-profit public service activities, as contemplated by Section 3 hereof; and (ii) the Employee will not directly or indirectly induce or attempt to induce any employee of the Company or any affiliate of the Company to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any such affiliate and any employee thereof. (b) For purposes of this Section 9, a person or entity (includinginclud- ing, without limitation, the Employee) shall be deemed to be a competitor of the Company or any of its affiliates, or a person or entity (including, without limitation, the Employee) shall be deemed to be engaging in competition with the Company or any of its affiliates, if such person or entity in any way conducts, operates, carries out or engages in (i) the business of vehicle location and fleet management services or related services and supplies, or (ii) such other business or businesses as the Company may conduct in the future in such geographical area or areas as such business or businesses are conducted. (c) For purposes of this Section 9, no company or entity that may be deemed to be an affiliate of the Company solely by reason of its being controlled by, or under common control with, any of the Investors or their respective affiliates other than the Company, will be deemed to be an affiliate of the Company. (d) In connection with the foregoing provisions of this Section Sec- tion 9, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 9 (including, without limitation, time and territorial territori- al limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its affiliates. It is understood and agreed that the covenants made by the Employee in this Section 9 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement, except as otherwise expressly provided herein. (e) The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 9 would be inadequate and, therefore, agrees that the Company and any of its affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in cases of any such breach or threatened breach; PROVIDED, HOWEVER, that nothing contained herein shall be construed as prohibiting the Company or any of its affiliates from pursuing any other rights and remedies available for any such breach or threatened breach.

COMPETITION, ETC. (a) During the Employment Term and during the twoone-year period following the end of the Employment Term for any reason whatsoever, provided that payments, if any, required pursuant to Section 7(b) hereof are made in full and in a timely fashion: (i) the Employee will not directly or indirectly (as a director, officer, employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization which engages in primary and direct competition with the Company or any of its affiliates in any State where any business shall be carried on (or formally contemplated to be carried on) by the Company or any of its affiliates core metropolitan markets during the Employment Term or as of the end of the Employment Term, as the case may be, PROVIDED, HOWEVER, that the provisions of this Section 9(a)(i) shall not be deemed to prohibit (A) the Employee's ownership of not more than five percent (5%) of the total shares of all classes of stock outstanding of any publicly held company, or ownership, whether through direct or indirect stock holdings or otherwise, of one percent (1%) or more of any other business or (B) non-profit public service activities, as contemplated by Section 3 hereof; and (ii) the Employee will not directly or indirectly induce or attempt to induce any employee of the Company or any affiliate of the Company to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any such affiliate and any employee thereof. (b) For purposes of this Section 9, a person or entity (including, without limitation, the Employee) shall be deemed to be a competitor of the Company or any of its affiliates, or a person or entity (including, without limitation, the Employee) shall be deemed to be engaging in competition with the Company or any of its affiliates, if such person or entity in any way conducts, operates, carries out or engages in (i) the business of vehicle location and fleet management services or related services and supplies, or (ii) such other business or businesses as the Company may conduct in the future in such geographical area or areas as such business or businesses are conducted. (c) For purposes of this Section 9, no company or entity that may be deemed to be an affiliate of the Company solely by reason of its being controlled by, or under common control with, any of the Investors or their respective affiliates other than the Company, will be deemed to be an affiliate of the Company. (d) In connection with the foregoing provisions of this Section 9, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 9 (including, without limitation, time and territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its affiliates. It is understood and agreed that the covenants made by the Employee in this Section 9 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement, except as otherwise expressly provided herein. (ec) The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 9 would be inadequate and, therefore, agrees that the Company and any of its affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in cases of any such breach or threatened breach; PROVIDED, HOWEVER, that nothing contained herein shall be construed as prohibiting the Company or any of its affiliates from pursuing any other rights and remedies available for any such breach or threatened breach.

COMPETITION, ETC. (a) During the Employment Term Employee's employment by the Company and during the two-one (1) year period following the end termination of the Employment Term Employee's employment hereunder for any reason whatsoever, provided that payments, if any, required pursuant to Section 7(b) hereof are made in full and in a timely fashion: (a) the employee will not make any statement or perform any act intended to advance an interest of any competitor of the Company or any of its Affiliates in any way that will or may injure an interest of the Company or any of its Affiliated in its relationship and dealings with customers or clients, or solicit or encourage any other the Employee of the Company or any of its Affiliates to do any act that is disloyal to the Company or any of its Affiliates or inconsistent with the interest of the Company or any of its Affiliate's interests or in violation of any provision of this Agreement; (b) the Employee will not discuss with any customers or clients of the Company or any of its Affiliates the present or future availability of services or products of a competitive business, if the Employee has or expects to acquire a proprietary interest in such competitive business or is or expects to be an the Employee, officer or director of such business, where such services or products are (i) competitive with services or products which the Company or any of its Affiliates provides and (ii) available in any geographic area where the Company or any of its Affiliates presently carry on business or where any business shall be hereafter, during the period of the Employee's employment by the Company, carried on by the Company or any of its Affiliates, if such business is then being carried on by the Company or any of its Affiliates; (c) The Employee will not directly or indirectly (as a director, officer, employeethe Employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own or acquire any interest in, perform any services for, participate in or be connected with any business or organization which engages in competition with the Company or any of its affiliates Affiliates in any State geographic area where any business shall be is carried on (or formally contemplated to be carried on) presently by the Company or any of its affiliates Affiliates or where any business shall be hereafter, during the Employment Term or as period of the end Employee's employment by the Company, carried on by the Company or any of its Affiliates, if such business is then being carried on by the Employment Term, as the case may beCompany or any of its Affiliates in such geographic area, PROVIDED, HOWEVER, that the provisions of this Section 9(a)(i9 (c) shall not be deemed to prohibit (A) the Employee's ownership of not more than five percent (5%) 1% of the total shares of all classes of stock outstanding of any publicly held company, or ownership, whether through direct or indirect stock holdings or otherwise, of one percent (1%) or more of any other business or (B) non-profit public service activities, as contemplated by Section 3 hereof; and (iid) the Employee will not directly or indirectly induce or attempt to induce any employee of the Company or any affiliate of the Company to leave the employ of the Company or such affiliatesolicit for employment, or in advise or recommend to any way interfere with other person that they employ or solicit for employment, any the relationship between the Company or any such affiliate and any employee thereof. (b) For purposes of this Section 9, a person or entity (including, without limitation, the Employee) shall be deemed to be a competitor Employee of the Company or any of its affiliatesAffiliates, or a person or entity (includingPROVIDED, without limitationHOWEVER, that the Employee) Employee shall be deemed permitted to be engaging in competition respond to requests for references received from prospective employers with respect to any the Employee of the Company or any of its affiliates, if such person or entity in any way conducts, operates, carries out or engages in (i) the business of vehicle location and fleet management services or related services and supplies, or (ii) such other business or businesses as the Company may conduct in the future in such geographical area or areas as such business or businesses are conductedAffiliates. (c) For purposes of this Section 9, no company or entity that may be deemed to be an affiliate of the Company solely by reason of its being controlled by, or under common control with, any of the Investors or their respective affiliates other than the Company, will be deemed to be an affiliate of the Company. (d) In connection with the foregoing provisions of this Section 9, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 9 (including, without limitation, time and territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its affiliates. It is understood and agreed that the covenants made by the Employee in this Section 9 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement, except as otherwise expressly provided herein. (e) The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 9 would be inadequate and, therefore, agrees that the Company and any of its affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in cases of any such breach or threatened breach; PROVIDED, HOWEVER, that nothing contained herein shall be construed as prohibiting the Company or any of its affiliates from pursuing any other rights and remedies available for any such breach or threatened breach.

COMPETITION, ETC. (a) During the Employment Term and during the two-year period following the end of the Employment Term for any reason whatsoever, provided that payments, if any, required pursuant to Section 7(b) hereof are made in full and in a timely fashion: (i) the Employee will not directly or indirectly (as a director, officer, employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization which engages in competition with the Company or any of its affiliates in any State where any business shall be carried on (or formally contemplated to be carried on) by the Company or any of its affiliates during the Employment Term or as of the end of the Employment Term, as the case may be, PROVIDED, HOWEVER, that the provisions of this Section 9(a)(i) shall not be deemed to prohibit (A) the Employee's ownership of not more than five percent (5%) of the total shares of all classes of stock outstanding of any publicly held company, or ownership, whether through direct or indirect stock holdings or otherwise, of one percent (1%) or more of any other business or (B) non-profit public service activities, as contemplated by Section 3 hereof; and (ii) the Employee will not directly or indirectly induce or attempt to induce any employee of the Company or any affiliate of the Company to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any such affiliate and any employee thereof. (b) For purposes of this Section 9, a person or entity (including, without limitation, the Employee) shall be deemed to be a competitor of the Company or any of its affiliates, or a person or entity (including, without limitation, the Employee) shall be deemed to be engaging in competition with the Company or any of its affiliates, if such person or entity in any way conducts, operates, carries out or engages in (i) the business of vehicle location and fleet management services or related services and supplies, or (ii) such other business or businesses as the Company may conduct in the future in such geographical area or areas as such business or businesses are conducted. (c) For purposes of this Section 9, no company or entity that may be deemed to be an affiliate of the Company solely by reason of its being controlled by, or under common control with, any of the Investors or their respective affiliates other than the Company, will be deemed to be an affiliate of the Company. (d) In connection with the foregoing provisions of this Section 9, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 9 (including, without limitation, time and territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its affiliates. It is understood and agreed that the covenants made by the Employee in this Section 9 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement, except as otherwise expressly provided herein. (e) The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 9 would be inadequate and, therefore, agrees that the Company and any of its affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in cases of any such breach or threatened breach; PROVIDED, HOWEVER, that nothing contained herein shall be construed as prohibiting the Company or any of its affiliates from pursuing any other rights and remedies available for any such breach or threatened breach.