Limitations on Restrictive Covenants Sample Clauses

Limitations on Restrictive Covenants. For purposes hereof, these covenants not to compete/not to solicit shall not apply with respect to any member of the Restricted Group unless the principal business thereof is a Competitive Business. It is understood and agreed by you that the parties hereto have attempted to limit your right to compete only to the extent necessary to protect the Company from unfair competition. You acknowledge that the covenants and promises contained in this Section 5 are not intended to restrict you in the exercise of your skills or the use of knowledge or information that does not rise to the level of a trade secret under applicable law or Confidential Information of the Company (to which trade secrets and Confidential Information you will have access and make use of during employment with the Company). It is acknowledged by the parties hereto that the purpose of these covenants and promises is (and that they are necessary) to protect the Company's legitimate business interests, to protect the Company's investment in the specialized training provided to (and skills obtained by) you during your employment in addition to the overall development of its business and the good will of its customers, and to protect and retain (and to prevent you from unfairly and to the detriment of the Company utilizing or taking advantage of) such business trade secrets and Confidential Information of the Company and those contacts and relationships (including those with customers and employees of the Company) which you established due to your employment with the Company. This Agreement is not intended to preclude your opportunity to engage in or otherwise pursue occupations in any unrelated or non-competitive field of endeavor, or to engage in or otherwise pursue directly competitive endeavors so long as they meet the requirements of this Agreement. You represent that your experience and abilities are such that existence or enforcement of these covenants and promises will not prevent you from earning or pursuing an adequate livelihood and will not cause an undue burden to you or your family. You acknowledge that these covenants and promises (and their respective time, geographic, and/or activity limitations) are reasonable and that said limitations are no greater than necessary to protect said legitimate business interests in light of your position with the Company and the Company's business, and you agree to strictly abide by the terms hereof.
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Limitations on Restrictive Covenants. The foregoing restrictive covenants shall not limit or prevent a Physician Employee/Physician Owner from serving in part-time academic positions, working as an expert witness, or providing services for the Hospital for Special Services, New York, New York, in a manner consistent with past practices.
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Limitations on Restrictive Covenants. Neither the Borrowers nor any Subsidiary of the Borrowers will enter into any agreements which provide for, or otherwise place any restriction, directly or indirectly, on (a) the right or ability of the Borrowers or any such Subsidiary to create or suffer to exist any Liens (other than Permitted Liens) or (b) the right or ability of any such Subsidiary to pay dividends or make other payments to the Borrowers or other Subsidiaries of the Borrowers.
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Limitations on Restrictive Covenants. Executive is leaving his post as Chief Executive Officer of Gateway International Holdings, Inc., and Chief Executive Officer of Eran Engineering, and Chief Executive Officer of All American CNC Sales, Inc., and Chief Executive Officer of EM Tool Co, Inc. The Company agrees that if Executive becomes Chief Executive Officer of All American after termination of this Agreement the restrictive covenants provided for by Sections 5.1 will not be interpreted or applied in any way that will interfere with the customary and regular duties of Executive as the Chief Executive Officer of All American.
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Limitations on Restrictive Covenants. The restrictive covenants contained in Sections 9(c) and 9(d) shall not apply with respect to the following actions of Xxxxx or his affiliates: i. offering a service or product to Customers that (A) is substantially different from and does not compete with products or services offered by the Company currently or within the past year and (B) does not serve to replace or supplement a service or product or type of service or product offered by the Company currently or within the past year; or ii. soliciting, servicing, trading with or selling to any Customer with whom the Company has transacted less than $5,000 of business within the past twelve (12) months.
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Limitations on Restrictive Covenants. Section 12 shall not be deemed to be a limitation on (i) providing clinical services (including pharmacy formulary and rebate management services in accordance with Section 3 of this Agreement) to the FHS Affiliated Plans or FHS' contracting medical groups, or (ii) the disease management services offered by FHS, or (iii) otherwise limit FHS or any Affiliate from undertaking activities relating to the processing and payment of medical claims generally as a payor of such claims. Further, nothing contained in this Section 12 shall limit any FHS Successor from owning and operating any business (or line of business), for the benefit of the enrollees of the FHS Successor or third parties with whom the FHS Successor contracts, which would otherwise be construed as violating the provisions of this Section 12; provided that the FHS Successor shall be bound to this Section 12 with respect to the business of FHS and the FHS Affiliated Plans; and provided further that, except as expressly otherwise stated herein, all terms, conditions and obligations of this Agreement shall become the obligations of any FHS Successor. Advance Paradigm and the FHS Successor shall use their respective best efforts to agree on the allocation of enrollees between FHS and the FHS Successor that are subject to this provision. To the extent that FHS acquires any managed care company that has an ownership in or otherwise provides services that would conflict with this provision, the provision shall not apply to the enrollees of such managed care organization as of the effective date of such acquisition; provided that the provisions of this Section 12 shall continue to apply to any and all current and additional Pharmacy Benefit business of the FHS Affiliated Plans. Further, in the event that such acquired managed care company has, in place, any agreements with third parties that would conflict with or otherwise violate the terms of this Agreement, such other agreements shall continue in force until the first opportunity on which such agreements may be terminated by their terms without any financial penalty to be incurred by such acquired organization or FHS. In addition, prior to consummating any acquisition of a managed care company that has an ownership interest in or otherwise provide services that shall conflict with this Section 12, FHS will notify Advance Paradigm of such acquisition, and FHS and Advance Paradigm shall engage in good faith negotiations regarding cooperative efforts with...
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Limitations on Restrictive Covenants. It is the intention of the parties that, the limitations contained in Sections 9(b)(iv) and 9(b)(v) herein shall not be deemed breached by the Executive’s continuing to operate in the employ of Xxxxxxxxxxx in the ordinary course of business as in effect prior to the Effective Date, provided that such activity does not utilize any Confidential Information or other proprietary information of the Company obtained during the due diligence process in contemplation of the Transactions. In addition, in the event that the Transaction Agreement is terminated, the Restrictive Covenants, other than Section 9(a), will be null and void in their entirety.
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Limitations on Restrictive Covenants. The restrictive covenants contained in Sections 9(c) and 9(d) shall not apply with respect to the following actions of Leadbeater or his affiliates: i. offering a service or product to Customers that (A) is substantially different from and does not compete with products or services offered by the Company currently or within the past year and (B) does not serve to replace or supplement a service or product or type of service or product offered by the Company currently or within the past year; or ii. soliciting, servicing, trading with or selling to any Customer with whom the Company has transacted less than $5,000 of business within the past twelve (12) months.
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Related to Limitations on Restrictive Covenants

  • Survival of Restrictive Covenants Employee acknowledges that the above restrictive covenants shall survive the termination of this Agreement and the termination of Employee’s employment for any reason. Employee further acknowledges that any alleged breach by the Company of any contractual, statutory or other obligation shall not excuse or terminate the obligations hereunder or otherwise preclude the Company from seeking injunctive or other relief. Rather, Employee acknowledges that such obligations are independent and separate covenants undertaken by Employee for the benefit of the Company.

  • Restrictions on Competition During the term of this Agreement and for a period of one year after you cease to be an employee of DFC or an affiliate of DFC, you will not, without the prior written consent of DFC, (a) accept employment or render service to any person, firm or corporation, directly or indirectly, in competition with DFC, or any affiliate thereof for any purpose which would be competitive with the business of DFC and its affiliates within the Commonwealth of Puerto Rico or any other geographic area in which DFC or any affiliate of DFC by which you were employed, conducted operations (the "Restricted Area") or any business as to which studies or preparations relating to the entry into which were made by DFC or any affiliate of DFC by which you were employed within one year prior thereto (collectively, the "Restricted Businesses") or (b) directly or indirectly, enter into or in any manner take part in or lend your name, counsel or assistance to any venture, enterprise, business or endeavor, whether as proprietor, principal, investor, partner, director, officer, employee, consultant, adviser, agent, independent contractor or in any other capacity whatsoever for any purpose which would be competitive with the Restricted Businesses in the Restricted Area. An investment not exceeding 5% of the outstanding stock in any corporation regularly traded on any national securities exchange or in the over-the-counter market shall not be deemed to violate this provision, provided that you shall not render any services for such corporation.

  • Enforcement of Restrictive Covenants For the avoidance of doubt, nothing in this Section 7(i) limits the remedies available to Employer under Section 14 hereof.

  • Confidentiality and Restrictive Covenants (a) The Executive acknowledges that: (i) the Company (which, for purposes of this Section 8 shall include the Company and each of its subsidiaries and affiliates) operates membership warehouse clubs in Central America, Colombia and the Caribbean (the “Business”); (ii) the Company is dependent on the efforts of a certain limited number of persons who have developed, or will be responsible for developing the Company’s Business; (iii) the Company’s Business is international in scope; (iv) the Business in which the Company is engaged is intensely competitive and that Executive’s employment by the Company will require that he have access to and knowledge of nonpublic confidential information of the Company and the Company’s Business, including, but not limited to, certain/all of the Company’s products, plans for creation, acquisition or disposition of products or publications, strategic and expansion plans, formulas, research results, marketing plans, financial status and plans, budgets, forecasts, profit or loss figures, distributors and distribution strategies, pricing strategies, improvements, sales figures, contracts, agreements, then existing or then prospective suppliers and sources of supply and customer lists, undertakings with or with respect to the Company’s customers or prospective customers, and patient information, product development plans, rules and regulations, personnel information and trade secrets of the Company, all of which are of vital importance to the success of the Company’s business (collectively, “Confidential Information”); (v) the direct or indirect disclosure of any Confidential Information would place the Company at a serious competitive disadvantage and would do serious damage, financial and otherwise, to the Company’s business; (vi) by his training, experience and expertise, the Executive’s services to the Company is special and unique; (vii) the covenants and agreements of the Executive contained in this Section 8 are essential to the business and goodwill of the Company; and (viii) if the Executive leaves the Company’s employ to work for a competitive business, in any capacity, it would cause the Company irreparable harm.

  • Restrictive Covenant Agreements The Executive agrees to be bound by the Invention and Non-Disclosure Agreement attached hereto as Exhibit A and the Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B (Exhibit A and Exhibit B together referred to as the “Restrictive Covenant Agreements”), each of which are incorporated by reference herein. The provisions of the Restrictive Covenant Agreements shall survive the term of this Agreement pursuant to the terms set forth in Exhibit A or Exhibit B, as applicable.

  • Restrictions on U.S Transfers. Transfers of interests in the Regulation S Global Security to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 3.03(h)(C).

  • Restrictions on Use Tenant shall use the Premises and Landlord’s Equipment in a careful, safe and proper manner, shall not commit or suffer any waste on or about Landlord’s Property or with respect to Landlord’s Equipment, and shall not make any use of Landlord’s Property and/or Landlord’s Equipment which is prohibited by or contrary to any laws, rules, regulations, orders or requirements of public authorities, or which would cause a public or private nuisance. Tenant shall comply with and obey all laws, rules, regulations, orders and requirements of public authorities which in any way affect the use or operation of Landlord’s Equipment and the use, operation or occupancy of Landlord’s Property. Tenant, at its own expense, shall obtain any and all permits, approvals and licenses necessary for use of the Landlord’s Equipment and the Premises (copies of which shall be provided to the Landlord), provided that Landlord shall be responsible for obtaining a certificate of occupancy for the Building generally (i.e., as opposed to a certificate of occupancy for the Premises after the performance of any work by Tenant, which shall be Tenant’s responsibility) and any other permits, approvals and licenses necessary generally for the use of Landlord’s Equipment and Landlord’s Property. Tenant shall not overload the floors or other structural parts of the Building; and shall not commit or suffer any act or thing on Landlord’s Property which is illegal, unreasonably offensive, unreasonably dangerous, or which unreasonably disturbs other tenants. Tenant shall not knowingly do or permit to be done any act or thing on Landlord’s Property or with Landlord’s Equipment which will invalidate or be in conflict with any insurance policies, or which will increase the rate of any insurance, covering the Building. If, because of Tenant’s failure to comply with the provisions of this Section or due to any use of the Premises or activity of Tenant in or about Landlord’s Property, the Insurance Costs are increased, Tenant shall pay Landlord the amount of such increase caused by the failure of Tenant to comply with the provisions of this Section or by the nature of Tenant’s use of the Premises. Tenant shall cause any fire lanes in the front, sides and rear of the Building to be kept free of all parking associated with its business or occupancy and in compliance with all applicable regulations. Tenant shall conduct its business at all times so as not to annoy or be offensive to other tenants and occupants in Landlord’s Property. Tenant shall not permit the emission of any objectionable noise or odor from the Premises and shall at its own cost install such extra sound proofing or noise control systems and odor control systems, as may be needed to eliminate unreasonable noise, vibrations and odors, if any, emanating from the Premises being heard, felt or smelled outside the Premises. Tenant shall not place any file cabinets bookcases, partitions, shelves or other furnishings or equipment in a location which abuts or blocks any windows.

  • Restrictive Covenant Agreement The Company’s obligations under this Agreement, including the Company’s agreement to provide severance and to allow Employee to participate in the other compensation programs as provided on Schedule A, is conditioned on Employee signing a Restrictive Covenant Agreement in the form of Schedule B (the “Restrictive Covenant Agreement”).

  • TENANCIES AND RESTRICTIVE COVENANTS The Property is believed to be and shall be taken to be correctly described and is sold subject to all express conditions, restrictions-in-interest, caveats, leases, tenancies, easements, liabilities, encumbrances and rights, if any, subsisting thereon or thereover without the obligation to define the same respectively and the Purchaser is deemed to have full knowledge thereof.

  • Restrictions on Liens Create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible, including, without limitation, the Borrowing Base Properties), whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse) or assign any right to receive income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, or grant rights with respect to, or otherwise encumber or create a security interest in, such property or assets (including, without limitation, any item of Collateral) or any portion thereof or any other revenues therefrom or the proceeds payable upon the sale, transfer or other disposition of such property or asset or any portion thereof, or permit or suffer any such action to be taken, except the following (singly and collectively, “Permitted Liens”): 8.2.1 Liens created by the Loan Documents; 8.2.2 Liens to secure Permitted Debt that by the terms of Section 8.4 is permitted to be secured, provided that (x) the Borrower will be in compliance with the Financial Covenants considering the consequences of the granting of any such Lien and (y) no such Lien shall be secured by any Borrowing Base Property, the ownership interest in any Borrowing Base Property Owner, or any other assets of any Borrowing Base Property Owner; 8.2.3 Liens for taxes, assessments or other governmental charges not yet delinquent or which are being diligently contested in good faith and by appropriate proceedings, if (x) to the extent such contest concerns a Borrowing Base Property, reasonable reserves in an amount not less than the tax, assessment or governmental charge being so contested shall have been established in a manner reasonably satisfactory to the Administrative Agent or deposited in cash (or cash equivalents) with the Administrative Agent to be held during the pendency of such contest, or such contested amount shall have been duly bonded in accordance with applicable law, (y) no imminent risk of sale, forfeiture or loss of any interest in any Borrowing Base Property or the Collateral or any part thereof arises during the pendency of such contest and (z) such contest does not have and could not reasonably be expected to have a Material Adverse Effect; 8.2.4 Liens in respect of property or assets imposed by law, which do not secure Debt, such as judgment Liens (provided such judgment Liens do not cause the occurrence of an Event of Default under Section 10.1), carriers’, warehousemen’s, material men’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, (x) which, except for such judgment Liens, do not in the aggregate materially detract from the value of any property or assets or have, and could not reasonably be expected to have, a Material Adverse Effect, (y) which, except for such judgment Liens, are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien, and (z) which as to any Borrowing Base Property do not have a lien priority prior to the Lien in favor of the Administrative Agent, for the benefit of the Lenders, with respect to the Obligations, including, without limitation, any future Loan Advances; 8.2.5 Personal property financing leases entered into in the ordinary course of business with respect to equipment, fixtures, furniture, furnishings and similar assets.

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