Covenant Not to Compete With the Business. The Seller and each of the Shareholders agree that, effective as of the Closing Date and for a period of five years thereafter, none of the Seller, the Shareholders, nor any of their respective Affiliates shall, without the consent of the Buyer, directly or indirectly, design, develop, market, produce, manufacture, rent, sell or provide trenchless drill pipe or oilfield tubular accessories or provide related products or services in any geographical area of the world, or, except for the benefit of Buyer and its Affiliates, assist any Person to do the same. The Seller and each of the Shareholders acknowledge that a remedy at law for any breach or attempted breach of this Section 5.8 will be inadequate and further agree that any breach of this Section 5.8 will result in irreparable harm to the Buyer and the Buyer shall, in addition to any other remedy that may be available to it, be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach and shall be entitled to terminate the Seller Group's registration rights under Article 4. The Seller and each of the Shareholders acknowledge that this covenant not to compete is being provided as an inducement to the Buyer to acquire the Transferred Assets and that this Section 5.8 contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect the goodwill or other business interest of the Buyer. Whenever possible, each provision of this Section 5.8 shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this Section 5.8 shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Section 5.8. If any provision of this Section 5.8 shall, for any reason, be judged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Section 5.8 but shall be confined in its operation to the provision of this Section 5.8 directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this Section 5.8 should ever be deemed to exceed the time or geographic limitations permitted by applicable laws, then such provision shall be reformed to the m...
Covenant Not to Compete With the Business. The Seller and the Shareholders covenant and agree that, effective as of the Closing Date and for a period of five (5) years thereafter, the Seller and the Shareholders shall not, without the consent of the Buyer, directly or indirectly, (i) design, develop, market, produce, manufacture or provide any product, good or service that competes with the Business in Colorado, Nebraska and Wyoming, (ii) make any contact with, for the purpose of transacting any business competitive to the Business, with any Person which was a customer of Seller at any time in the five (5) years prior to the Closing Date (“Company’s Customers”), (iii) attempt to direct or take away the business or patronage of any of the Company’s Customers or suppliers, (iv) attempt to have any dealings with the Company’s Customers or suppliers for the purpose of attempting to secure such customers or suppliers or their patronage in competition with the Business, (v) solicit, hire away or attempt to solicit or hire away to any firm or entity engaged in the Business, any person presently employed by Seller, (vi) engage in the Business, (vii) interfere with or molest the business, trade, goodwill, suppliers or customers of the Seller, (viii) directly or indirectly, own, invest in, manage, operate, control, be employed by, consult with or be an agent for, engage or participate in the ownership, management, operation, control or any other engagement of, any business, whether in corporate, proprietorship or partnership form or any other business form, engage in the business of distribution of industrial products or in any business that competes with the Business, or (ix) use for Seller’s or Shareholders’ own benefit or the benefit of another or disclose, disseminate, or distribute to another, any trade secrets of the Business. The Seller and the Shareholders acknowledge that a remedy at law for any breach or attempted breach of this Section 7.10 will be inadequate and they further agree that any breach of this Section 7.10 will result in irreparable harm to the Business and to the Buyer and in addition to any other remedy that may be available to Buyer, Buyer shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach. The Seller and the Shareholders acknowledge that this covenant not to compete is being provided as an inducement to the Buyer to acquire the Business and the Transferred Assets and that this Section 7.10 contains reas...
Covenant Not to Compete With the Business. Each of the Shareholders agrees that, effective as of the Closing Date and for a period of three years thereafter, neither such Shareholder nor such Shareholder's Affiliates shall, without the consent of Buyer, directly or indirectly, design, develop, market, produce, manufacture or provide any product, good or service that competes with the business conducted by any Company or its Subsidiaries as of the date of this Agreement in any geographic location in the world except for the account of Buyer and its Affiliates. Each Shareholder acknowledges that a remedy at law for any breach or attempted breach of this Section 4.6 will be inadequate and further agree that any breach of this Section 4.6 will result in irreparable harm to the Companies and the Subsidiaries, and, accordingly, Buyer and the Companies and their Subsidiaries shall, in addition to any other remedy that may be available to any of them, be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach. Each Shareholder acknowledges that this covenant not to compete is being provided as an inducement to Buyer to acquire the Shares from such Shareholder and that this Section 4.6 contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect the goodwill or other business interest of Buyer and the Companies and their Subsidiaries. Whenever possible, each provision of this
Covenant Not to Compete With the Business. (a) As an inducement for the Buyers to acquire the Business and in consideration of the payments made by Buyers hereunder, each of the Sellers, the Shareholder, their respective affiliates and William M. Addy, Donald F. Moorehead, Jr., Raymond Cash, William W. Sxxxxxx, Xx., xxd Xxxxx X. Xxxxxx (xxx "Xxstxxxxxx Xxxxxes") xxxxxxx xxx xxxxxxxxy agrex xxxx xxx x xxriod of five (5) years from the Closing Date, the Restricted Parties will not, directly or indirectly, other than as part of a contract with a state, city, town or community entity in solid waste markets (a "Governmental Contract") or as a holder of an equity or other security interest in a public company that does not exceed five percent (5%) of its total outstanding voting stock or without the consent of the Buyers:
(i) Engage in any business, sell products or provide services that compete with the Business being acquired by the Buyers hereunder in any of the 29 states listed on Annex I attached hereto and made apart hereof in the restaurant and food service business as conducted with the Transferred Assets acquired by Buyers pursuant to this Agreement (the "Territory").
(ii) Invest in, own, manage, operate, finance, control or participate in any business that competes with the Business, or that sells products or provides services similar to those sold or provided by the Business in the Territory other than (i) pooled investment funds where the Restricted Party has no participation in the management or selection of investments of such fund, (ii) the note receivable from Tempered Air Systems, Inc. relating to the Sellers' sale of plumbing and industrial plumbing assets in Gainesville and Atlanta, Georgia, and (iii) the note receivable from Seagraves Septic Services, L.L.C. relating to the sale of Sexxxxx' Xxlando septic business.
(iii) Solicit for itself or any other Person, a customer of Buyers, with respect to products or services that compete in whole or in part with the products and services of the Business in the Territory.
(iv) Solicit or hire any of the Business' employees or the Employees of any of the Buyers or their affiliates to become employees of any entity in which any of the Restricted Parties is the holder of any ownership interest or to which any of the Restricted Parties renders any service in the Territory; notwithstanding the foregoing, neither a general advertisement nor the hiring of hourly employees responding to a general advertisement shall be a violation of this agreement n...
Covenant Not to Compete With the Business. Each of the Principals shall on the Closing Date enter into a non-competition agreement in the form attached as Exhibit 6.10 hereto.
Covenant Not to Compete With the Business. As an inducement to the Buyer to acquire the Business, each of Weatxxxxxxx xxx the Seller agree that, except as otherwise permitted herein or Exhibit A hereto, effective as of the Closing Date and for a period of three years thereafter, it and its Affiliates shall not, without the consent
Covenant Not to Compete With the Business. Each of the Shareholders agrees that, effective as of the Closing Date, for a period of five years thereafter in all jurisdictions other than Louisiana, which shall be applicable for two years only, such Shareholder will not, and will cause each of his Affiliates to not,
Covenant Not to Compete With the Business. (a) As an inducement for the Acquiror to acquire the Company, Tulsa and Holdings agree that, effective as of the Closing Date and until the earlier of (i) two years from the date thereof and (ii) such shorter period as may be permitted by applicable law, neither Tulsa nor Holdings shall, without the consent of the Acquiror, directly or indirectly, engage in any activity in competition with the Company, including the design, development, marketing, producing, manufacturing, selling, renting, distributing or repairing any products of the type now manufactured or sold by the Company or providing services related thereto in the Geographic Area, or, except for the benefit of the Acquiror and its Affiliates, assist any Person to do the same.
(b) Tulsa and Holdings acknowledge that a remedy at law for any breach or attempted breach of this Section 5.8 will be inadequate and further agree that any breach of this Section 5.8 will result in irreparable harm to the Company, and the Acquiror shall, in addition to any other remedy that may be available to it, be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach.
(c) For purposes of this Section, "Geographic Area" shall mean: (i) the parishes and municipalities in the State of Louisiana identified in Section 5.8(c) of the Disclosure Schedule; (ii) any other place within the State of Louisiana; (iii) any other place within the State of Texas; and (iv) any other place in the Gulf Coast area.
Covenant Not to Compete With the Business. (a) For a period of thirty-six (36) months immediately following the Closing Date (the “Restricted Period”), no Seller shall, either directly or indirectly, in the “Restricted Area”:
(i) accept employment with, work for, or provide services to any person or entity that is engaged in the business of the manufacture, installation, service and sales of gas lift and plunger lift systems, packers and service tools without the Company’s express written consent;
(ii) call upon, solicit, recruit, divert or take away, or attempt to solicit, recruit, divert or take away, any of the customers, prospective customers, investors, prospective investors, business, vendors, or suppliers of the Company;
(iii) solicit, recruit or employ (whether as an employee, officer, director, agent, consultant or independent contractor) any person who is or was at any time during the preceding six (6) months an employee, officer or director of the Company; or
(iv) take any action to encourage or induce any employee, representative, officer or director of the Company to cease their relationship with the Company for any reason.
(b) For purposes of this Agreement, the “Restricted Area” is and shall be those states of the United States and those foreign nations in which the Company has transacted business in the twenty-four (24) months preceding the Closing Date.
(c) Each Seller acknowledges and agrees that this non-competition and non-solicitation obligation is both reasonable and necessary to protect Lufkin’s legitimate business interests, including, without limitation, Lufkin’s legitimate interest in protecting its investment in acquiring the Company. Each Seller further acknowledges and agrees that the temporal term, geographic scope, and activity scope of this non-competition and non-solicitation obligation is reasonable and necessary, and should be fully enforced.
Covenant Not to Compete With the Business. In consideration for the receipt of the Non-Compete Payments and to induce UTI to effect the Merger, Ray Xxxxxxxx xxx Lerox Xxxxxxxx (xxe "Non-Compete Parties"), effective as of the Closing Date, for a period of three years hereafter in all jurisdictions other than Louisiana, which shall be applicable for two years only, he will not, and will cause each of his Affiliates to not, without the consent of UTI, directly or indirectly, provide contract land drilling services in the States of Texas, Oklahoma and New Mexico and in all parishes in Louisiana, except for the account of UTI and its Affiliates. Each Non-Compete Party acknowledges that a remedy at law for any breach or attempted breach of this Section 11.3 will be inadequate and further agrees that any breach of this Section 11.3 will result in irreparable harm to UTI and Surviving Corporation and, accordingly, UTI and Surviving Corporation shall, in addition to any other remedy that may be available to any of them, be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach. Each Non-Compete Party acknowledges that this covenant not to compete is being provided as an inducement to UTI to pay the Non-Compete Payments and to enter into the Merger, and that this Section 11.3 contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect the goodwill or other business interest of UTI, UTI Sub and PDC. Whenever possible, each provision of this Section 11.3 shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this Section 11.3 shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Section 11.3. If any provision of this Section 11.3 shall, for any reason, be judged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Section 11.3 but shall be confined in its operation to the provision of this Section 11.3
