COVENANT NOT TO PROMOTE Sample Clauses

COVENANT NOT TO PROMOTE. During the first two (2) years of this Agreement, or until this Agreement is terminated pursuant to Section 6 above, whichever occurs first, or unless otherwise agreed to in a separate writing or agreement between the parties, Cendant will not promote to the Coldwell Banker, Century 21 or ERA brokers or agents any product that competes with Homestore's iLead agent web page, iLead office products or any of its successor products. Notwithstanding the foregoing, Cendant and its Brands may offer (for sale, at no charge, or otherwise) personal profile pages on its and/or their national websites. In addition (and notwithstanding the foregoing or anything contained in the Master Operating Agreement or any other agreement between the parties prior to the effective date of this Agreement), Cendant and its Brands shall be permitted to aggregate Listings via third party links from its and/or their national websites to its or their local websites and to the Metro websites of NRT Incorporated (which entity Cendant recently acquired through one of its subsidiaries).
Sample 1
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COVENANT NOT TO PROMOTE. Subject to Section 7.2 below, each of Premier and Purchasing Partners agrees that, for a period of six (6) years after the Effective Date and except in connection with Provider Select (provided that Provider Select does not sell or allow the sale of products, supplies or services for use by an acute care facility), it will not, and that it will prevent any entity owned by, controlled by, or under common control with it (collectively, "Affiliates"), from doing any of the following: (i) advertising or promoting, directly or indirectly, access to or use of any on-line commerce web site of a PHx Competitor for the procurement of medical, pharmaceutical, surgical, dietary, dental, or veterinarian supplies or services, whether on-line or in off-line media, or in any other communication made by or on behalf of Purchasing Partners or such Affiliate, including, without limitation, e-mail, links, direct mail, press releases or advertising, (ii) offering, operating and/or marketing an on-line marketplace for the sale or on-line sales of medical, pharmaceutical, surgical, dietary, dental, or veterinarian supplies or services directly to hospitals and health care organizations; (iii) integrating their information systems with the information systems of any PHx Competitor; (iv) providing integration services for any Participating Member, Vendor or Distributor with respect to any PHx Competitor's electronic commerce system; or (v) providing direct access by PHx Competitors to pricing information through Purchasing Partners related to Contracted Products and Services. Such agreement not to promote and the covenants in the preceding sentence are referred to herein as the "Covenant Not to Promote." "PHx Competitor" means a third party having a principal business of providing an on-line marketplace for the sale or on-line sales of medical, pharmaceutical, surgical, dietary, dental, or veterinarian supplies or services to hospitals and health care organizations, but excluding: (i) Provider Select (provided that Provider Select does not sell or allow the sale of products, supplies or services for use by an acute care facility); and (ii) Distributors and Vendors with which Purchasing Partners has or will enter into a formal agreement in the ordinary course of business (provided Purchasing Partners shall refrain from promoting any electronic commerce capabilities of such Distributors or Vendors to the extent such capabilities are competitive with the PHx e-Commerce System). Upon...
Sample 1
COVENANT NOT TO PROMOTE. Subject to Section 7.2 of the Outsourcing Agreement, each of Major Member and Premier agree that, for a period of six (6) years after March 6, 2000 and except in connection with Provider Select, Inc. (provided that Provider Select, Inc. does not sell or allow the sale of products, supplies or services for use by an acute care facility), it will not, and that it will prevent any entity owned by, controlled by, or under common control with it (collectively, the "Sellers' Affiliates"), from doing any of the following: (i) advertising or promoting, directly or indirectly, access to or use of any on-line commerce web site of a PHx Competitor for the procurement of medical, pharmaceutical, surgical, dietary,
Sample 1

Related to COVENANT NOT TO PROMOTE

  • Covenant Not to Xxx 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.

  • Covenant Not to Interfere The Executive agrees not to take any action which prevents the Employer from collecting the proceeds of any life insurance policy which the Employer may happen to own at the time of the Executive’s death and of which the Employer is the designated beneficiary.

  • 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.

  • Covenant Not to Compete Intel shall not be required to agree to any covenants including without limitation any covenant not to compete or any covenant not to solicit any of the customers, employees or suppliers of any party to the Transaction. Furthermore, notwithstanding the foregoing, the obligation of Orbotech to sell its shares (the “OrbotechTransaction”) pursuant to this Article 29B shall be subject to the condition that the only representations, warranties or indemnities that Orbotech shall be required to make in connection with the Orbotech Transaction are representations, warranties and indemnities concerning (i) legal ownership of the Company’s securities to be sold by Orbotech (the “Orbotech Securities”), and (ii) the corporate authority of Orbotech to convey title to the Orbotech Securities, and the ability to do so free and clear of liens, encumbrances or adverse claims (the “Orbotech Required Obligations”). The Orbotech Required Obligations shall be in the same form as those to be given by each of the other shareholders of the Company and shall be given by Orbotech on a several (but not joint) basis only. 29C. STAND STILL Notwithstanding anything to the contrary in these Articles, any issuance of securities by the Company, and any sale, transfer, pledge, encumbrance or other disposal of any of the securities of the Company (by the Company or any shareholder), or any other action (including repurchase of any shares of the Company by the Company or by any subsidiary thereof), other than any action in which the provisions of Article 29B (Bring Along) shall apply, which results in a Strategic Investor (as defined below) whether or not a shareholder of the Company, holding (together with affiliates, Permitted Transferees, or other parties acting in concert with it) more than 20% of the voting rights in the Company, is prohibited unless approved in writing in advance by the Majority Preferred Shareholders (excluding, for the purposes of such majority, any Strategic Investors and their affiliates and Permitted Transferees or other parties acting in concert with them) and on terms and conditions approved by them. Any of the transactions set forth in the forgoing sentence not so approved shall be null and void and shall not be registered in the Company’s Shareholders Register. For purpose hereof a “Strategic Investor” shall mean a corporation or other business entity whose business is related to the Company’s business and who is likely to have a business or technologic interest in the Company’s business, as distinguished from an interest for the sole purpose of a financial investment. CALLS

  • Covenant Not to Solicit Employees The Executive agrees not to solicit the services of any officer or employee of the Employer for one year after the Executive’s employment termination.

  • Covenant Not to Disparage During the Restrictive Period and thereafter, Executive shall not disparage, denigrate or derogate in any way, directly or indirectly, the Company, any of its Subsidiaries or Affiliates, or any of its or their respective agents, officers, directors, employees, parent, subsidiaries, affiliates, Affiliated Practices, affiliated doctors (including any physicians who utilize or have invested in any Affiliated Practice), representatives, attorneys, executors, administrators, successors and assigns (collectively, the “Protected Parties”), nor shall Executive disparage, denigrate or derogate in any way, directly or indirectly, his/her experience with any Protected Party, or any actions or decisions made by any Protected Party.

  • 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.

  • 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.

  • 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.

  • Agreement Not to Hire Except as required in the performance of Executive’s duties as an employee of the Company, during Executive’s employment with the Company (whether before, during, or after the Term) and during the Restricted Period, Executive shall not, directly or indirectly, hire, engage or solicit or induce or attempt to induce to cease working for the Company, any person who is then an employee of the Company or who was an employee of the Company during the six (6) month period immediately preceding Executive’s termination of employment with the Company.

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