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Covenant Not to Complete Sample Clauses

Covenant Not to Complete. (a) The Employee does hereby agree, subject to the provision set forth in Section 2(b) of this Agreement, that he shall not during the term of this Agreement or any extension hereof and for a period of six (6) months after expiration or termination of his employment with the Company be directly or indirectly employed or retained by, own, manage, invest, lend money to, guarantee the obligation of, participate in, associate with, advise, or be connected in any manner as an officer, stockholder, employee, partner, director, consultant, advisor, investor or creditor of, any broadcast station in competition with the Company or licensed to or whole transmitter is located within any community or Metro Survey Area (as defined by Arbitron) of any of the Stations or any other radio stations owned by the Company or its affiliates where the Employee is working day-to-day at said stations or supervising said stations at the time of such termination of employment. (b) In the event any provision herein shall be deemed invalid or unenforceable in any respect by any court or other tribunal of competent jurisdiction as to any one or more periods of time, geographical areas, business or activities, the remaining provisions shall not thereby by effected but shall remain in full force and effect, and this Agreement shall be deemed to be amended without further action by the parties hereto to the extent necessary to render it valid and enforceable, all as determined by such court or tribunal. (c) The Employee further acknowledges and agrees that in the event of a breach or threatened breach of the covenants in this Section 7, the Company shall be entitled to request from a court of competent jurisdiction the entry of a temporary restraining order upon notice to the Employee, as well as the entry of a preliminary and permanent injunction. Said right to an injunction shall be in addition to and not in limitation of any other right or remedies the Company may have for damages or otherwise. (d) In addition, during the term of this Agreement and for a period of one (1) year after expiration or termination, regardless of whether terminated with or without cause, either by Employer or Employee, Employee agrees he shall not directly or indirectly solicit,
Sample 1
Covenant Not to Complete. During the term of this Agreement and for a period thereafter (as set forth in Section 11 below), EMPLOYEE will not, directly or indirectly, compete with COMPANY in the field of multimedia networks and/or in any field which is otherwise competitive with the COMPANY's services and/or activities as contemplated and/or implemented by COMPANY during the term of this Agreement, and shall strictly abide by the terms and conditions of the "Employee Proprietary Information and Assignment of Invent io ns Agreement" which is being executed concurrently herewith and which is attached hereto as EXHIBIT A and incorporated herein (the "Assignment Agreement " ) . In addition, EMPLOYEE, while employed, shall not take any action without COMPANY's prior written consent to establish, form, or become employed by a competing business on termination of employment by COMPANY. EMPLOYEE’s failure to comply with the provisions of this Section 5 shall give COMPANY the right (in addition to all other remedies COMPANY may have) to terminate any benefits, or compensation to which EMPLOYEE may be otherwise entitled following termination of this Agreement.
Sample 1
Covenant Not to Complete. During the term of this Agreement, consultant shall not directly or indirectly, either for his own account, or as a partner, shareholder, officer, director, employee, agent of otherwise: own, manage, operate, control, be employed by, participate in, consult with, perform services for, or otherwise be connected with any business the as or similar to the business conducted by Company. In the event any of the provisions of this Section 6 are determined to be invalid by reason of their scope or duration, this Section 6 shall be deemed modified to the extent required to cure the invalidity. In the event of a breach, or a breach, or a threatened breach, of this Section 6, Company shall be entitled to obtain an injunction restraining the commitments or continuance of the breach, as well as any other legal or equitable remedies permitted by law.
Sample 1
Covenant Not to Complete. Section 5(a)(1) of the Employment Agreement is amended so as to provide that the restrictions set forth in Subsection (a)(1) of Section 5 of the Employment Agreement shall apply only to the states in the eastern United States, as set forth in Schedule A to this Amendment.
Sample 1
Covenant Not to Complete. From the Commencement Date through the Termination Date ( and thereafter for any additional period during which Executive is being paid any severance amount hereunder), Executive shall not, without the prior written consent of the Company, take part directly or indirectly (other than as a non-"Substantial Owner", as hereinafter defined) in any television infomercial venture or in any television infomercial production or in any "home shopping" style marketing venture which is competitive with the business of the Company or its affiliates and shall not be an officer, director, employee, independent contractor or Substantial Owner of any such restricted business. "Substantial
Sample 1
Covenant Not to Complete. If the Employee voluntarily terminates employment for any reason within thirty (30) days of the date of a Change in Control or for Good Reason within twelve (12) months of the date of the Change in Control, or is terminated without Just Cause within twelve (12) months of the date of the Change in Control, the Company shall pay (if not paid by the Bank pursuant to the employment agreement between the Employee and the Bank) the Employee an amount equal to the Employee's annual base compensation in effect on the date of the Change in Control. Such sum shall be paid in one lump sum within ten (10) days of the Employee's last day of employment with the Bank or successor thereto. In consideration of the payment to be made to him under this Section 12(c), the Employee agrees as follows: (i) The parties recognize that the Employee's reputation and business and personal relationships are of significant benefit to the Company and the Bank. The parties further recognize that the Company and the Bank are in direct competition with certain banks and other similar institutions. Therefore, the Employee agrees that for a period of twelve (12) months following his termination of employment he will not accept employment or serve in any capacity with any bank, savings bank or savings and loan association the deposits or accounts or shares of which are insured by the Federal Deposit Insurance Corporation or credit union the deposits or accounts or shares of which are insured by the National Credit Union Administration or any holding company for such bank, savings bank, savings and loan association or credit union or other entity controlling, controlled by or under common control with such financial institution at a principal place of employment within the following Arkansas counties: Ouachita, Union and Columbia. (ii) For a period of one (1) year following his termination of employment, the Employee will not solicit or induce any person who is an employee of the Company or the Bank, or any entity controlling, controlled by or under common control with the Company or the Bank, or any successor to either, or any person who was such on the date of his termination of employment, to become employed by any other person or entity, or approach any such employee for such purpose or authorize or knowingly approve the taking of such actions by other persons. (iii) The Employee acknowledges that during the course of his employment with the Company and the Bank he has and will continue to...
Sample 1
Covenant Not to Complete 
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Related to Covenant Not to Complete

  • Covenant Not to Compete Executive acknowledges that the Company ----------------------- would be substantially damaged by an association of Executive with a depository institution that competes for customers with the Company, the Bank and any subsidiaries of the Company or the Bank. Without the consent of the Company, Executive shall not at any time during the term of this Agreement or Executive's employment, and for a period of three years thereafter (regardless of the reason for termination), (a) solicit any person who was a customer of the Company or the Bank or any of their subsidiaries during the two year period prior to the termination of this Agreement or Executive's employment hereunder for Executive or any other person, to offer the same products or render the same services to such customer as were provided or proposed to be provided by the Company or the Bank or any of their subsidiaries to such customer as of the time of termination of Executive's employment, (b) directly or indirectly, on Executive's behalf or in the service or on the behalf of others, render or be retained to render similar services as described in Section 1 hereof, whether as an officer, partner, trustee, consultant, or employee for any depository institution, which has a banking office located within 25 miles of any office of the Bank or any banking office of the Company as of the date of Executive's termination of employment, provided, however, that Executive shall not be deemed to have breached this undertaking if his sole relationship with any other such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than three percent (3%) of such entity's outstanding equity interest, or (c) actively induce or solicit any employees of the Company or the Bank to leave such employ. For purposes of this Section 8, "person" shall include any individual, corporation, partnership, trust, firm, proprietorship, venture or other entity of any nature whatsoever.

  • Release and Covenant Not to Xxx Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Document.

  • Covenants Not to Compete No Initial Stockholder, employee, officer or director of the Company is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.

  • Covenant Not to Xxx Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Varex Liabilities by Varex or a member of the Varex Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

  • Covenant Not to Sxx The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Release and Covenant Not to Sue 7.1. As of the Settlement Effective Date, the Plan (subject to Independent Fiduciary approval as required by Section 2.1) and the Class Members (and their respective heirs, beneficiaries, executors, administrators, estates, past and present partners, officers, directors, agents, attorneys, predecessors, successors, and assigns), on their own behalf and on behalf of the Plan, shall fully, finally, and forever settle, release, relinquish, waive, and discharge all Released Parties from the Released Claims, whether or not such Class Members have received or will receive a monetary benefit from the Settlement, whether or not such Class Members have actually received the Settlement Notice, whether or not such Class Members have filed an objection to the Settlement or to any application by Class Counsel for an award of Attorneys’ Fees and Costs, and whether or not the objections or claims for distribution of such Class Members have been approved or allowed. 7.2. As of the Settlement Effective Date, the Class Representatives, the Class Members and the Plan (subject to Independent Fiduciary approval as required by Section 2.1), expressly agree that they, acting individually or together, or in combination with others, shall not sue or seek to institute, maintain, prosecute, argue, or assert in any action or proceeding (including but not limited to an IRS determination letter proceeding, a Department of Labor proceeding, an arbitration or a proceeding before any state insurance or other department or commission), any cause of action, demand, or claim on the basis of, connected with, or arising out of any of the Released Claims. Nothing herein shall preclude any action to enforce the terms of this Settlement Agreement in accordance with the procedures set forth in this Settlement Agreement. 7.3. Class Counsel, the Class Representatives, Class Members, or the Plan may hereafter discover facts in addition to or different from those that they know or believe to be true with respect to the Released Claims. Such facts, if known by them, might have affected the decision to settle with the Released Parties, or the decision to release, relinquish, waive, and discharge the Released Claims, or the decision of a Class Member not to object to the Settlement. Notwithstanding the foregoing, each Class Member and the Plan shall expressly, upon the entry of the Final Order, be deemed to have, and, by operation of the Final Order, shall have fully, finally, and forever settled, released, relinquished, waived, and discharged any and all Released Claims. The Class Representatives, Class Members and the Plan acknowledge and shall be deemed by operation of the Final Order to have acknowledged that the foregoing waiver was bargained for separately and is a key element of the Settlement embodied in this Settlement Agreement of which this release is a part. 7.4. Each Class Representative, each Class Member, and the Plan hereby stipulate and agree with respect to any and all Released Claims that, upon entry of the Final Order, the Class Members shall be conclusively deemed to, and by operation of the Final Order shall, settle, release, relinquish, waive, and discharge any and all rights or benefits they may now have, or in the future may have, under any law relating to the releases of unknown claims pertaining specifically to Section 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. Also, the Class Representatives, Class Members and the Plan shall, upon entry of the Final Order with respect to the Released Claims, waive any and all provisions, rights and benefits conferred by any law or of any State or territory within the United States or any foreign country, or any principle of common law, which is similar, comparable or equivalent in substance to Section 1542 of the California Civil Code.

  • Agreement Not to Compete (a) None of Trident and Athens NA or any member of their respective Groups, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, shall, for a period of three (3) years following the Closing Date, establish or acquire any new businesses that involve the sale of products or the provision of services that (i) with respect to Trident or Athens NA or any member of their respective Groups, compete with the Fountain Business or (ii) with respect to Fountain or any member of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”). (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, for purposes of this Section 5.2, the Trident Retained Business shall be deemed to exclude the Athens North American R/SB Business. (c) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transaction.

  • Covenant Not to Sue Upon the effective date of this Stipulated Order, the Discharger shall and does release, discharge, and covenant not to sue or pursue any civil or administrative claims against any State Agency or the State of California, its officers, agents, directors, employees, attorneys, representatives, for any and all claims or cause of action, which arise out of or are related to this action.

  • Covenant Not to Disclose a. The Executive covenants and agrees that he will not, during the period of his employment with the Corporation or at any time thereafter, except with the express prior written consent of the Chairman and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designees, directly or indirectly disclose, communicate or divulge to any Person, or use for the benefit of any Person, any Proprietary Information. The restriction contained in the preceding sentence shall not apply to any Proprietary Information that (i) is a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) on the date of this Agreement, (ii) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) after the date of this Agreement from another source which is under no obligation of confidentiality to the Corporation or its Affiliates or (iii) that is furnished in the Ordinary Course of Business to Persons which sell, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services from the Corporation or its Subsidiaries. b. All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes and any and all other memoranda, including without limitation any and all written information which may be or has been furnished to the Executive or which may be produced, prepared or designed by the Executive in connection with his employment with the Corporation shall be, become and remain the exclusive property of the Corporation. Upon the termination of the Executive's employment with the Corporation, all originals, copies and reprints in the Executive's possession, custody, or control shall be promptly surrendered and/or delivered to the Corporation, and the Executive shall thereafter make no further use, either directly or indirectly, of any such data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or other memoranda or written information.

  • Covenant Not to Solicit If the Executive is receiving payments and benefits under Section 2 above (or subsequently becomes entitled thereto because of a termination described in Section 2(a)(ii)), then, for a period of two (2) years following the Executive’s Termination Date, the Executive shall not: (i) solicit, encourage or take any other action which is intended to induce any other employee of the Company to terminate his employment with the Company; or (ii) interfere in any manner with the contractual or employment relationship between the Company and any such employee of the Company. The foregoing shall not prohibit the Executive or any entity with which the Executive may be affiliated from hiring a former employee of the Company; provided, that such hiring results exclusively from such former employee’s affirmative response to a general recruitment effort.

Most Referenced Clauses

Most Referenced Definitions