Covenant Not to Engage in Certain Activities Sample Clauses

Covenant Not to Engage in Certain Activities. For the period of six (6) months following the termination of Executive’s employment for any reason whatsoever, Executive shall not, either alone or jointly, for pay or otherwise, with or on behalf of others, whether as principal, partner, agent, shareholder, director, employee, consultant, owner, manager or otherwise, engage in, supervise, or assist others to perform the same or similar activities in which Executive was engaged during the two (2) years prior to Executive’s separation from the Employer for any reason, either directly or indirectly, for any business that is within 100 miles of the Project engaged in or about to be engaged in (A) gaming, (B) casino and/or hotel and resort operations or management, or (C) marketing or solicitation on behalf of any such entity. It shall not be a violation of this Agreement to perform services for a diversified business or enterprise meeting the requirements of provisions (A), (B), or (C) above if Executive does not personally engage in, supervise, or have any other involvement whatsoever in any activities described in this Section and Executive does not have an ownership interest in the business or enterprise, except that the foregoing shall not prevent Executive from holding at any time less than five percent (5%) of the outstanding capital stock of any company whose stock is publicly traded. Executive expressly acknowledges and agrees that the restrictions contained in this Section 7(e) are reasonably tailored to protect the Employer’s legitimate business interests, and are reasonable in all circumstances in scope, duration and all other respects.
Sample 1
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Covenant Not to Engage in Certain Activities. During the Employment Period, except for the Excluded Activities, Employee shall not (except with the Company’s prior written consent) be employed or render services for any entity other than the Company or its Affiliates or directly or indirectly engage in any activities that are competitive with or detrimental to any business conducted by the Company. In addition, except for Excluded Activities, for a period of [*] from and after any termination of Employee’s employment with the Company occurring prior to (and for reasons other than) the expiration of the Term (which prior termination occurs for any reason), Employee shall neither (except with the prior written consent of the Executive Board, which consent shall not be unreasonably withheld) be employed by or render services for any Competitive Entity for the purpose of directly or indirectly engaging in any Competitive Conduct . The prohibitions set forth in this paragraph 4(b)(i) shall apply to such activities of Employee, whether as owner, employee, independent contractor, partner, consultant, investor, lender or otherwise, and whether acting alone or together with others, except that nothing herein contained shall prohibit or prevent Employee from either (A) owning less than five percent (5%) of the number of outstanding shares of any securities listed for trading on any national exchange or (B) engaging in the Excluded Activities. “Competitive Entity” shall be defined as a business (whether conducted through an entity or by individuals including employee in self-employment) that is engaged in any Competitive Conduct, whether directly or indirectly through any parent, subsidiary, affiliate, joint venture, partnership or otherwise. “Competitive Conduct” shall be defined as any [*] (including without limitation a Company Business) which (x) are carried on in any geographic location where the Company conducts its business and (y) consist of the [*] which either have previously been (during the [*] prior) or are then being undertaken by the Company or planned and actively in the process of being developed by the Company (as evidenced by written proposals, market research, and similar materials) all as shall be determined at the time of Employee’s termination of employment.
Sample 1Sample 2
Covenant Not to Engage in Certain Activities. (a) In consideration of Sellers receipt of the Purchase Price for the Acquired Interests pursuant to this Agreement, each Seller severally agrees that for a period of three years from and after the Closing Date (the “Applicable Period”), such Seller will not solicit or induce any Person who is or was employed by Buyer, any of Buyer’s Affiliates, or the Acquired Interests (collectively “Buyer Entities”) (including, without limitation, the Retained Employees) at any time during such term or period (A) to interfere with the activities or businesses of Buyer Entities or (B) to discontinue his or her employment with any of Buyer Entities, nor shall such Seller employ any such Person. (b) Each Seller further agrees that, during the Applicable Period, such Seller will not, directly or indirectly, influence or attempt to influence any customers, distributors or suppliers of any of Buyer Entities to divert their business to any competitor of Buyer Entities or in any way interfere with the relationship between any such customer, distributor or supplier and Buyer Entities (including, without limitation, making any negative statements or communications about Buyer Entities). During the Applicable Period, such Seller will not, directly or indirectly, take any action that is designed or intended to have the effect of discouraging any lessor, licensor, or other business associate of any of Buyer Entities from maintaining the same business relationships with Buyer Entities after the Closing as it maintained with Buyer Entities prior to the Closing. (c) In consideration of receipt of the Purchase Price for his Acquired Interests pursuant to this Agreement, each of Dxx Xxxxxxxxxx (for the Applicable Period), and Kxxxxxx X. Xxxxxxxxxx and Kxxxx Xxxxxxxxxx (for a period of one year from and after the Closing Date) each agrees that, except for matters listed on Section 2.6 of the Disclosure Schedule, he will not, individually or in association with or as an officer, principal, member, advisor, agent, partner, director, stockholder, employee or consultant of, any Entity, work on the acquisition or development of, or engage in any line of business, property or project which is competitive with any business that Buyer Entities engages in as of the Closing Date or with the Business, including, without limitation, buying, selling, developing, mining, transporting or processing bituminous coal anywhere in West Virginia, Virginia, Tennessee, Pennsylvania, or Eastern Kentucky. (d) Eac...
Sample 1
Covenant Not to Engage in Certain Activities 
Sample 1

Related to Covenant Not to Engage in Certain Activities

  • Certain Activities The Company has not, directly or indirectly, engaged in or been a party to any of the following activities: 2.23.1 Bribes, kickbacks or gratuities to any person or entity, including domestic or foreign government officials or any other payments to any such persons or entity, whether legal or not legal, to obtain or retain business or to receive favorable treatment of any nature with regard to business (excluding commissions or gratuities paid or given in full compliance with applicable law and constituting ordinary and necessary expenses incurred in carrying on its business in the ordinary course); 2.23.2 Contributions (including gifts), whether legal or not legal, made to any domestic or foreign political party, political candidate or holder of political office; 2.23.3 Holding of or participation in bank accounts, funds or pools of funds created or maintained in the United States or any foreign country, without being reflected on the corporate books of account, or as to which receipts or disbursements therefrom have not been reflected on such books, the purpose of which is to obtain or retain business or to receive favorable treatment with regard to business; 2.23.4 Receiving or disbursing monies, the actual nature of which has been improperly disguised or intentionally misrecorded on or improperly omitted from the corporate books of account; 2.23.5 Paying fees to domestic or foreign consultants or commercial agents which exceed the reasonable value of the ordinary and customary consulting and agency services purported to have been rendered; 2.23.6 Paying or reimbursing (including gifts) personnel of the Company for the purpose of enabling them to expend time or to make contributions or payments of the kind or for the purposes referred to in Subparagraphs 2.23.1 through 2.23.5 above; 2.23.7 Participating in any manner in any activity which is illegal under the international boycott provisions of the Export Administration Act, as amended, or the international boycott provisions of the Internal Revenue Code, or guidelines or regulations thereunder; and 2.23.8 Making or permitting unlawful charges, mischarges or defective or fraudulent pricing under any contract or subcontract under a contract with any department, agency or subdivision thereof, of the United States government, state or municipal government or foreign government.

  • Covenant Not to Solicit Customers During the Restricted Period, within the Territory Executive shall not, directly or indirectly, individually or on behalf of any other person or entity (other than a member of the Bank Group), offer to provide banking services to any person, partnership, corporation, limited liability company, or other entity who is or was (i) a customer of any member of the Bank Group during any part of the twelve (12) month period immediately prior to the Date of Termination, or (ii) a potential customer to whom any member of the Bank Group offered to provide banking services during any part of the twelve (12) month period immediately prior to the Date of Termination.

  • Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement. (b) The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.

  • Covenant Not to Compete or Solicit (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

  • Covenant Not to Solicit Employees The Executive agrees not to, directly or indirectly, solicit or employ the services of any officer or employee of the Bank (including an individual who was an officer or employee of the Bank during the one year period following the Executive’s termination) for one year after the Executive’s employment termination.

  • 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 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.

  • Actions We May Take if You Engage in Any Restricted Activities If we believe that you’ve engaged in any of these activities, we may take a number of actions to protect PayPal, its customers and others at any time in our sole discretion. The actions we make take include, but are not limited to, the following: • Terminate this user agreement, limit your account, and/or close or suspend your account, immediately and without penalty to us; • Refuse to provide the PayPal services to you in the future; • At any time and without liability, suspend, limit or terminate your access to our websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf, your PayPal account or any of the PayPal services, including limiting your ability to pay or send money with any of the payment methods linked to your PayPal account, restricting your ability to send money or make withdrawals; • Hold your money to the extent and for so long as reasonably needed to protect against the risk of liability. You acknowledge that, as a non-exhaustive guide: • PayPal’s risk of liability in respect of card-funded payments that you receive can last until the risk of a chargeback closing in favour of the payer/buyer (as determined by card scheme rules) has passed. This depends on certain factors, including, without limitation:

  • Confidential Information and Restricted Activities Employee has entered into the Company’s Employee Proprietary Information Agreement (“EPIA”) and acknowledges his or her obligations thereunder. The EPIA is specifically incorporated into this Agreement.

  • 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.

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