Competitive Restrictions. 1. I agree that, during my employment with the Company, I will not directly or indirectly, nor will I assist anyone else to, engage in any activity that is competitive with the Company or any of its subsidiaries or affiliates.
2. I agree that, during my employment with the Company and for a period of six (6) months after I cease to be employed by the Company for any reason, I will not, directly or indirectly, except as authorized by the Company in the course of my duties for the Company: (a) provide, or directly assist in the provision of, any Competitive Services or Products to any Client or Prospective Client (as defined below); (b) Solicit, or directly assist in the Solicitation of, any Client or Prospective Client; or (c) solicit, encourage, advise, induce or cause any Restricted Person (as defined below) to terminate his or her employment or engagement with the Company, nor provide any assistance, encouragement, information, or suggestion to any person or entity regarding the solicitation or hiring of any Restricted Person.
3. I acknowledge that my duties for the Company are not confined to any specific geographic area. Rather, my duties pertain to particular clients, and the identities and locations of these particular clients may change from time to time. I therefore agree that the restrictions in this Agreement attach to my conduct in any country where the Company has carried out business in which I have been materially involved or concerned and with respect to Clients and Prospective Clients wherever they may be located during the six (6) month period after I cease to be employed by the Company.
4. Nothing in this Agreement shall prohibit my Solicitation of or my providing Competitive Services or Products to any Client or Prospective Client with whom I can demonstrate that I had a business relationship prior to the start of my employment with the Company, provided that no Confidential Information is used, directly or indirectly, in connection with that Solicitation or provision of Competitive Services or Products.
5. If my employment with the Company lasts for less than six (6) months, the time period of the competitive restrictions provided for in this section shall be reduced to be equal to the number of months that I was employed by the Company.
6. Nothing in this Agreement is intended to prevent me from seeking or accepting employment with any other financial services institution, bank, trust company, brokerage firm, or other competing entity ...
Competitive Restrictions. During the Employment Period and during the two (2) year period that begins on termination of the Employment Period, the Executive shall not, whether for his account or for the account of any other party other than the Company, FIND or their respective Affiliates directly or indirectly engage or have any financial interest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend the Executive's name to or any similar name to, lend the Executive's credit to or render services or advice to, any organization or activity which in any manner competes with the Company, FIND or their respective Affiliates with respect to their respective businesses. For purposes of this Section 4(b), the term "compete" shall mean with respect to the Company, FIND and their respective Affiliates: (i) with respect to or in connection with conducting any business of the Company, FIND or their respective Affiliates, calling on, soliciting, taking away, or accepting as a client or customer or attempting to call on, solicit, take away or accept as a client or customer, any individual, person, partnership, corporation, association or other entity or enterprise that was a client or customer of the Company, FIND or their respective Affiliates during the Employment Period or known by the Executive to be a customer of the Company, FIND or their respective Affiliates during or after the Employment Period but prior to the expiration of the two (2) year period that begins on termination of the Employment Period; (ii) with respect to any business reason other than in connection with the businesses of the Company, FIND and their respective Affiliates, calling on, soliciting, taking away, or accepting as a client or customer or attempting to call on, solicit, take away or accept as a client or customer, any individual, person, partnership, corporation, association or other entity or enterprise that was a client or customer of the Company, FIND or their respective Affiliates during the Employment Period or known by the Executive to be a customer of the Company, FIND or their respective Affiliates during or after the Employment Period but prior to the expiration of the two (2) year period that begins on termination of the Employment Period; (iii) soliciting, taking away or attempting to solicit or take away, employ or otherwise engage as an employee, independent c...
Competitive Restrictions. Except as disclosed on Schedule 3.4.11, neither Buyer nor any of its Subsidiaries is subject to a competitive restriction in a contract or other instrument binding Buyer or that Subsidiary that would prevent Company from conducting the Business in a substantially similar manner to which it was conducted as of the date of this Agreement, except for restrictions that would not reasonably be expected to have a Company Material Adverse Affect.
Competitive Restrictions. You may not include the Software, or any portion thereof (including without limitation the Distributed Components), in any software development tool, library, component, or other product that is generally competitive with or a substitute for the Software or any other JNBridge product offerings; nor may you use the Software to create a product or operate a service that is generally competitive with the Software or any other JNBridge product offerings.
Competitive Restrictions. 8.1 Biosil and Aesthetics each represents and warrants to the other that, as at the Effective Date, no Direct Competitor has an interest in them, or is involved (directly or indirectly) in the control or management of them, their business or assets (including, for the avoidance of doubt, the Registrations). Signed by: XXXX X XXXXX XXXX X XXXXXXXXX, PRESIDENT XXXXXX X XXXXXX X X XXXXXXX
Competitive Restrictions. Neither the Company, nor, to the Company's knowledge, any of its directors, officers or Employees, is restricted under an agreement or understanding from competing with any person in any respect related to the Company's business, from carrying out the business of the Company or otherwise providing advisory services of the type provided by the Company.
Competitive Restrictions. In the event that a failure to make a cash interest payment under the terms of the First Lien Notes (“Payment Default”), which is not cured within sixty (60) days after delivery of written notice of such Payment Default to Purchaser, results in the Collateral Agent (as defined in the First Lien Note) making demand for the immediate repayment of all Obligations (as defined in the First Lien Note) under the First Lien Notes, the provisions of Sections 7.03, 7.06, 7.07 and 7.08 of the Stock Purchase Agreement (the “Covenants”) shall be suspended until such time as the Payment Default is cured by Purchaser (the “Suspension Period”); and, (a) the Sellers shall have no liability with respect to any breaches of the Covenants committed during the Suspension Period, and (b) the Sellers may continue only that activity which was commenced during the Suspension Period in perpetuity without such activity considered a breach of the Covenants after any such Suspension Period.
Competitive Restrictions. Notwithstanding anything to the contrary contained in this Agreement (except as stated in Section 5.6 above and Section 9.2 below), in the General Assignment and Assumption Agreement or in the Master Separation and Distribution Agreement, the parties agree that for a period of three (3) years following the Distribution Date, (a) Agilent and its Affiliates will not develop, manufacture, distribute, support or service any Agilent Products that are either (i) within the Verigy Primary Field, or are (ii) ASTS Components, whether or not within the Agilent Field; (b) Agilent will not join the Semiconductor Test Consortium; and, (c) Verigy and its Affiliates will not develop, manufacture, distribute, support or service any Verigy Products that are within the Agilent Primary Field. For the avoidance of doubt, a product that is within the Agilent Field shall not be considered to be within the Verigy Primary Field for the purposes of Section 9.1(a)(i) above.
Competitive Restrictions. Upon termination or expiration of this Agreement for any reason whatsoever (provided you have not acquired a Successor Franchise), you and your owners agree that, for a period of 2 years commencing on the effective date of termination or expiration, neither you nor any of your owners will, directly or indirectly (e.g. through a spouse or child):
(a) have any direct or indirect interest as a disclosed or beneficial owner in any Competitive Business located or operating in the Non-Compete Area (as defined below);
(b) perform services as a director, officer, manager, employee, consultant, representative, agent or otherwise for any Competitive Business located or operating in the Non-Compete Area;
(c) recruit or hire any person who is our employee or the employee of any WOB Store owned by us, our affiliates or our franchisees without obtaining the prior written permission of that person's employer; or
(d) divert or attempt to divert any business or customer of WOB Stores to any Competitive Business or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System. For purposes of this Agreement, the "Non-Compete Area" is comprised of the geographic area located (i) within the Protected Territory; (ii) within a 10-mile radius of the WOB Store; and (iii) within a 10-mile radius of any WOB Store in operation or under construction on the effective date of the termination or expiration of this Agreement. If any person restricted by this Section refuses voluntarily to comply with the foregoing obligations, the 2 year period will be extended by the period of noncompliance. You and your owners expressly acknowledge that you possess skills and abilities of a general nature and have other opportunities for exploiting such skills. Consequently, enforcement of the covenants made in this Section will not deprive you of your personal goodwill or ability to earn a living.
Competitive Restrictions. A. In order to render effective the Agreement of the Executive relating to the Company or any affiliated company's trade secrets, and as consideration for the execution of the Agreement by the Company, the Executive agrees that he will not, during the term of his employment with the Company and for a period of one (1) year hereafter: (a) for himself, or as stockholder, director, officer, partner, agent, consultant or employee of any other person, firm or corporation, render any services in connection with any business which is engaged in industrial, marine or commercial painting and related contracting services to or for any customer of the company or any affiliated company for which any such company performed services during the twelve (12) months preceding the termination of the Agreement, or (b) solicit or assist others in soliciting any employee of the Company or any of its affiliates or subsidiaries to terminate their employment with the Company or any of its affiliates or subsidiaries. The foregoing limitations shall not prohibit the Executive from owning stock in any publicly owned corporation so long as such ownership is not coupled with the rendition of services described in the preceding sentence. In the event that the provisions of this paragraph should ever be deemed to exceed the time, geographic or occupational limitations permitted by the applicable laws, the Executive and the Company agree that such provisions shall be and are hereby modified to the maximum time, geographical or occupational limitations permitted by the applicable laws.
B. The Executive agrees that he will not, during or after the term of this Agreement, use or disclose to any person, firm, company, partnership, business trust, individual or other business entity any trade secrets or proprietary information concerning the Company's or any of its affiliates' products, services, business, proposed products and services, marketing strategy and research and development activities; except that nothing herein shall be construed to prohibit him from using or disclosing such information if it shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosures and complying with legal process.
C. The Executive agrees that all memoranda, notes, records, charts, formulae and other documents made, compiled or received, held or used by the Executive while employed by the Company concerning any phase of the Company's or any aff...
