Covenants and Restrictions. Subject to the provisions o f Paragraph 10(e) hereof, Employee covenants that, except in carrying out his duties hereunder, during the term of his employment and for a period of five (5) years following the date of termination of employment hereunder (unless such longer period of time is specifically set forth herein):
(a) Employee will not directly or indirectly, own any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor , officer or director) or otherwise become in any way or manner connected with the ownership, management, operation, or control of , any business, firm, corporation, partnership or other entity (collectively referred to herein as a "Person") that engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services similar to or competitive with the Company's product line or services in the United States, Canada, or Western Europe; provided, however, the above shall not be deemed to exclude Employee from acting as director of a corporation for the benefit of the Company with the consent of the Company's Board of Directors; provided further, however, that the above shall not be deemed to prohibit Employee from owning or acquiring securities issued by any corporation which neither directly nor indirectly competes with the Company and whose securities are listed with a national securities exchange or are traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, beneficially or otherwise, five (5%) percent or more of any class of any such corporation's outstanding capital stock.
(b) Employee will not knowingly provide or solicit to provide to any Person or individual (i) any goods or services which are competitive with those provided by the Company or which would be competitive with the goods or services that the Company has planned to provide, or (ii) any goods or services to any customer of the Company. The term "customer" shall mean any Person or individual to whom the Company has provided goods or services within the twenty-four (24) month period prior to the termination of Employee's employment hereunder. Notwithstanding anything herein to the contrary, no limitation shall be imposed on Employee hereunder with respect...
Covenants and Restrictions. Tenant hereby acknowledges and agrees that the Buildings, and Tenant’s occupancy thereof, is subject to all matters of Public Record.
Covenants and Restrictions. The County hereby declares, and each Property Owner acquiring any interest in any portion of the Property agrees through acceptance of such conveyance, that the Property shall be subject to the following covenants and restrictions, which covenants and restrictions shall be covenants and restrictions running with the land:
3.1 As of the effective date of this Declaration, portions or all of the Property may be zoned or have a land use designation for purposes not permitted by this Declaration. Each Property Owner acquiring any interest in any portion of the Property agrees through acceptance of such conveyance that: (i) such Property Owner shall, if necessary, make application with the appropriate governmental authorities to rezone or change the land use designation of the portions of the Property acquired by such Property Owner to a use that is permitted under this Declaration; and (ii) each Property Owner assumes all risk of being able to secure any change of zoning and change of land use of the Property and of meeting any other regulatory and development requirements that may be necessary to permit the Property to be used for permitted purposes allowed under this Declaration. A Property Owner's failure to obtain rezoning or change in land use designation of the Property to a use that is permitted under this Declaration does not give rise to the Property Owner of any claim for an alternative use of the Property beyond that permitted by this Declaration, nor of any claim for damages or compensation of any type.
3.2 The Property shall be used solely for nonresidential purposes. The Property may not be used for any residential purpose whatsoever, and such prohibition shall include, but not be limited to, single family housing, multifamily housing, trailer parks, nursing homes, congregate living facilities, apartment units, hotels, motels, and all other residential uses. In addition, the Property may not be used for schools, hospitals, day care centers, or places of worship or public assembly.
3.3 The height of all improvements, structures, objects of natural growth, and other obstructions on the Property shall be restricted to a height that is less than the lower of: (i) the height above ground level indicated on the legal description for each Airspace Parcel included in Exhibit 2, attached hereto and made a part hereof, or (ii) the aeronautical surfaces of the Airport as now established, and as may from time to time hereafter be established, by the FAA or a...
Covenants and Restrictions. The Consultant covenants and agrees with the Company that the Consultant will not engage in any activities which would bring the Company's reputation into disrepute.
Covenants and Restrictions. (a) For a period of one (1) year following the termination of this Agreement (the "Non-Compete Period"), the Executive shall not, directly or indirectly, engage in, own, manage, operate, assist, join or control, or participate in the ownership, management, operation or control of any Restricted Enterprise (other than the Company or its affiliates), which engages or plans to engage in a Restricted Enterprise anywhere in the United States, whether as a director, officer, executive, agent, consultant, shareholder, partner, owner, independent contractor or otherwise. Notwithstanding the foregoing, these restrictions shall not prevent the Executive from earning his livelihood during the Non-Compete Period. As used herein, a "Restricted Enterprise" shall be any activity that competes with the business of the Company, including the business of Intrex, in any line of business that constitutes 5% or more of the net sales of the Company or Intrex on the date of termination of this Agreement. Notwithstanding the foregoing, the provisions of this Section 7(a) shall not apply if Executive's employment is terminated pursuant to Section 11(b) or Section 12 of this Agreement.
(b) The Executive agrees that he shall not divulge to others, nor shall he use to the detriment of the Company or in any business competitive with or similar to any business engaged in by the Company or any of its subsidiary or affiliated companies, at any time during his employment with the Company or thereafter, any Confidential Information obtained by him during the course of his employment with the Company. For the purpose of this Agreement, "Confidential Information" means any and all information developed by or for or processed by the Company or its affiliates of which the Executive has knowledge during the term of his employment that is (1) not generally known in any industry in which the Company or its affiliates does business during the Non-Compete Period or (2) not publicly available and treated as confidential.
Covenants and Restrictions. (a) The Employee hereby covenants and agrees that the Employee will not at any time subsequent to the date hereof and continuing for a period of two (2) years from the termination of the Employee, reveal, divulge, or make known to any Person any Confidential Information (as hereinafter defined) made known to the Employee or of which Employee has become aware, regardless of whether developed, prepared, devised or otherwise created in whole or in part by the efforts of the Employee and except to the extent so authorized in writing by the Company in order to carry out the terms of this Agreement or except as required by law. For purposes of this Agreement, the term "Confidential Information" shall mean (i) any technical, scientific or engineering information relating to the Company's products and/or services, (ii) information relating to any customer of the Company, including without limitation, the names, addresses, telephone numbers and sales records of, or pertaining to any such customer, and (iii) price lists, methods of operation and other information pertaining to the Company and which the Company, in its sole discretion, regards as confidential and in the nature of trade secrets. Notwithstanding anything contained herein to the contrary, Confidential Information as used herein shall not include that which (i) was in the public domain prior to receipt hereunder in the same context as the disclosure made hereunder, (ii) the Employee can show was in his possession and in the same context prior to his receipt, (iii) subsequently becomes known to the Employee as a result of disclosure by third parties not in the course of this Agreement and as a matter of right and without restriction on disclosure, or (iv) subsequently comes into the public domain in the same context as the disclosure by the Company through no fault of the Employee.
Covenants and Restrictions. The Employee shall be subject to the covenants and other restrictions contained in Sections 6.8(d), 7, 8, 9 and 10 (and any other provisions that by their terms survive the expiration of the Term) both during and after the Term.
Covenants and Restrictions. During the Employment Term and for a period of one (1) year following the date of termination of employment hereunder, Employee covenants and agrees to be bound by the following provisions of this Article V, except in carrying out his duties hereunder.
Covenants and Restrictions. To Seller’s knowledge, neither Seller nor the Company has received written notice of any default or breach existing under any of the covenants, conditions, restrictions or easements, if any, affecting or all or any portion of the Property.
Covenants and Restrictions. The following covenants and restrictions are added to the Third Supplemental Indenture effective upon the date of this Sixth Supplemental Indenture:
SECTION 3. The Company covenants that, so long as any Bonds of the Fourth Series are outstanding, it will not merge or consolidate with any other Person or sell, lease or transfer or otherwise dispose of all or a Substantial Part of its assets, or assets which shall have contributed a Substantial Part of net income of the Company for any of the three fiscal years then most recently ended, to any Person; provided, however, that the Company may merge or consolidate with, or sell or transfer all or substantially all of its assets to, Minnesota Power, but only if (a) in the event that Minnesota Power is the continuing or surviving corporation or the acquiring corporation, Minnesota Power shall be a solvent corporation and shall expressly assume in writing all of the obligations of the Company under the Mortgage, the Third Supplementa1 Indenture, as amended by this Sixth Supplemental Indenture, the Bonds of the Fourth Series and the Bond Purchase Agreement, including all covenants therein and herein contained, and Minnesota Power shall succeed to and be substituted for the Company with the same effect as if it had been named herein as a party hereto, and (b) the Company as the continuing or surviving corporation or Minnesota Power as the continuing or surviving corporation or acquiring corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or other disposition, be in default under any of such obligations.
SECTION 4. The Company covenants that, so long as any Bonds of the Fourth Series shall remain outstanding, the Company will not issue, sell or otherwise dispose of any of its shares of capital stock to any Person other than Minnesota Power.
SECTION 5. The Company covenants that, so long as any of the Bonds of the Fourth Series are outstanding, the Company shall not have any Subsidiaries.
SECTION 6. A default by the Company in the observance of any covenant or agreement contained in Sections 3 through 5, inclusive, of this Sixth Supplemental Indenture or the occurrence of an Event of Default (as defined herein) shall be deemed to constitute an additional and independent Default under, and defined in, Section 65 of the Mortgage; provided that the Trustees shall not be charged with knowledge of any such default or Event of Default unless a Responsible Officer assigned...
