Future Business. Employee recognizes that he is employed at the highest levels of the Company and has access to the Company's most sensitive and confidential information, including long-range projections, marketing strategies, and other Company Data. Employee also agrees that Company's market extends to many states throughout the United States and that limiting the scope of this Agreement to South Carolina will not protect Company's legitimate business interests. Employee covenants and agrees, therefore, that during the Restricted Period, he will not work for a Competing Company (as defined below) in the Company's Market Territory (as defined below), including without limitation, as proprietor, partner, investor, shareholder, director, officer, employee, consultant, independent contractor, or otherwise; provided, however, that the foregoing restriction shall not prohibit Employee from being a passive investor owning less than 10% equity interest in a publicly traded company.
Future Business. The Company and the Subsidiaries agree that they will, and the Stockholders will cause the Company and the Subsidiaries and all other subsidiaries of the Company and the Subsidiaries to, conduct all business (for avoidance of doubt, this shall include all future business activities of the Company and the Subsidiaries) other than the Existing Business ("New Business") exclusively through the New L.L.C. or through one or more Mirror Companies as further set forth in Section 6.02(c) below. The Company, the Subsidiaries and the Stockholders agree that a "Mirror Company" shall mean a limited liability company (or limited partnership for projects in Texas or other states in which a substantial tax or other benefit to the Purchaser or the Company makes use of a limited partnership more reasonable) formed by the Purchaser and the Company and the Subsidiaries. The Company, the Subsidiaries and the Stockholders agree that (1) each Mirror Company operating agreement shall be in the form of the operating agreement attached hereto as Exhibit C (appropriately conformed if the entity is a limited partnership) and that the Company, the Subsidiaries and the Purchaser shall enter into each such operating agreement, and (2) each Mirror Company will be structured so as to be a pass-through entity for federal and state tax purposes. The Company, the Subsidiaries and the Stockholders acknowledge and agree the Purchaser's right to an interest in each Mirror Company as set forth in Exhibit C and Section 6.02(d) in consideration of the capital contribution of $30,000,000 by the Purchaser to the New L.L.C.
Future Business. The Seller agrees to act in good faith to attempt to select PPDA and/or its affiliates for all its services and to place all its business on PPDA' internal programs. The Seller shall not be bound by this provision should the Seller determine that the use of PPDA's program place the Seller at a competitive disadvantage to other programs offered through competitors of PPDA.
Future Business. COMPANY and IPO understand and agree that if COMPANY desires to go public in Western Markets during the term of this Memorandum of Understanding it will retain IPO for its Business Services in accordance with IPO's usual and customary fees.
Future Business. Seller will encourage its businesses to continue to do business with the Purchaser after the Closing; provided, Purchaser acknowledges that this Section shall not be deemed to create any legal obligation for 67 Seller or any of its affiliates to do business with the Purchaser after the Closing.
Future Business. Seller will use its best efforts to provide Buyer (directly and/or through the direction of business from customers of Seller for other products) with pressure sensitive flexo label business in an amount of not less than $200,000 per year for two (2) years following the Closing, and shall exclusively use Buyer to meet its pressure sensitive flexo label requirements for such two (2) year period.
Future Business. 59 (c) Confidentiality . . . . . . . . . . . . . . . . . . . . . 60 13.3 Use of Parties Name . . . . . . . . . . . . . . . . . . . . . 60 13.4 Assignability . . . . . . . . . . . . . . . . . . . . . . . . 61 13.5 Severability . . . . . . . . . . . . . . . . . . . . . . . . . 62 13.6
Future Business. Ortho covenants and agrees that, except as expressly set forth below, neither Ortho nor any Affiliate of Ortho listed on Exhibit D hereto (whether or not such Affiliate has accepted a sublicense hereunder and agreed to be bound by the terms hereof) nor any of their respective successors in interest shall engage in the business of developing, manufacturing, marketing or distributing Antigens or Antibodies or any Product which contains or utilizes Antigens or Antibodies other than, through Ortho and with Chiron, as contemplated by this Agreement. Notwithstanding the generality of the foregoing, Chiron agrees that Ortho's Affiliates, the Advance Care Products Division, and Xxxxxxx & Xxxxxxx Professional Diagnostics Division, both being divisions of Ortho Pharmaceutical Corporation, a New Jersey corporation ("Advance Care" and "J&J Professional Diagnostics", respectively, may, either independently or with third parties, engage in the business of developing, manufacturing, marketing or distributing Products which contain or utilize Retrovirus Antigens for sale into either (i) the over-the-counter consumer market (the "OTC Field") or (ii) the physicians' office market (the "MD Field") or (iii) both the OTC Field and
Future Business. If quantities increase due to future business acquisitions or system upgrades, the Utilities reserves the right to open negotiation on the price and delivery of distribution transformers and delivery locations. If not successfully negotiated, the Utilities reserves the right to go to tender.
Future Business. The Members acknowledge and agree that they intend for all management and franchise activities, other than franchise or management activities permitted under subsection 2.4.1 or relating to the hotels currently managed under the Existing Contracts, to be conducted by IHC, as opposed to the Company, and neither the Managing Member or the Non-Managing Member shall have any obligation, fiduciary or otherwise, to offer or bring to the Company any opportunities relating to any business activities not contemplated in subsection 2.4.
1. It is anticipated that all such opportunities not contemplated by subsection 2.4.1 shall belong to IHC.
