Limited Non-Compete. For the above-stated reasons, and as a condition of employment to the fullest extent permitted by law, Employee agrees during the Relevant Non-Compete Period not to directly or indirectly engage in the following competitive activities:
(a) Employee shall not have any ownership interest in, work for, advise, consult, or have any business connection or business or employment relationship in any competitive capacity with any Competitor unless Employee provides written notice to the Company of such relationship prior to entering into such relationship and, further, provides sufficient written assurances to the Company's satisfaction that such relationship will not, jeopardize the Company's legitimate interests or otherwise violate the terms of this Agreement;
(b) Employee shall not engage in any research, development, production, sale or distribution of any Competitive Products, specifically including any products or services relating to those for which Employee had responsibility for the eighteen (18) month period preceding Employee's date of separation;
(c) Employee shall not market, sell, or otherwise offer or provide any Competitive Products within Employee's Geographic Territory (if applicable) or Assigned Customer Base, specifically including any products or services relating to those for which Employee had responsibility for the eighteen (18) month period preceding Employee's date of separation; and
(d) Employee shall not distribute, market, sell or otherwise offer or provide any Competitive Products to any customer of the Company with whom Employee had contact or for which Employee had responsibility at any time during the eighteen (18) month period preceding Employee's date of separation.
Limited Non-Compete. For the above-stated reasons, and as a condition of employment to the fullest extent permitted by law, Executive agrees during the Relevant Non‑Compete Period not to directly or indirectly engage in the following competitive activities:
(i) Executive shall not have any ownership interest in, work for, advise, consult, or have any business connection or business or employment relationship in any competitive capacity with any Competitor unless Executive provides written notice to the Company of such relationship prior to entering into such relationship and, further, provides sufficient written assurances to the Company’s satisfaction that such relationship will not jeopardize the Company’s legitimate interests or otherwise violate the terms of this Agreement;
(ii) Executive shall not engage in any research, development, production, sale or distribution of any Competitive Products on behalf of a Competitor;
(iii) Executive shall not market, sell, or otherwise offer or provide any Competitive Products within any Geographic Territory on behalf of a Competitor; or
(iv) Executive shall not distribute, market, sell or otherwise offer or provide any Competitive Products to any customer of the Company on behalf of a Competitor.
Limited Non-Compete. For the above-stated reasons, and as a condition of employment to the fullest extent permitted by law, Executive agrees during the Relevant Non-Compete Period not to directly or indirectly engage in the following competitive activities:
(a) Executive shall not have any ownership interest in, work for, advise, consult, or have any business connection or business or employment relationship in any competitive capacity with any Competitor unless Executive provides written notice to the Company of such relationship prior to entering into such relationship and, further, provides sufficient written assurances to the Company’s satisfaction that such relationship will not, jeopardize the Company’s legitimate interests or otherwise violate the terms of this Agreement;
(b) Executive shall not engage in any research, development, production, sale or distribution of any Competitive Products, specifically including any products or services relating to those for which Executive had responsibility for the eighteen (18) month period preceding Executive’s date of separation;
(c) Executive shall not market, sell, or otherwise offer or provide any Competitive Products within his Geographic Territory (if applicable) or Assigned Customer Base, specifically including any products or services relating to those for which Executive had responsibility for the eighteen (18) month period preceding Executive’s date of separation; and
(d) Executive shall not distribute, market, sell or otherwise offer or provide any Competitive Products to any customer of the Company with whom Executive had contact or for which Executive had responsibility at any time during the eighteen (18) month period preceding Executive’s date of separation
Limited Non-Compete. So long as this Agreement continues in effect, except to the extent all or any part of these limited non-compete provisions are terminated pursuant to Section 4(b), OSI shall not provide, or offer to provide, outsourcing services using the System to Financial Institutions located in the Territory except in the following circumstances:
(i) To a Financial Institution that refuses, or has refused, in writing to work with BISYS, including a Financial Institution that refuses to obtain Outsourcing Services using the System from BISYS;
(ii) To a BISYS customer that states in writing its intent to cease working with BISYS, regardless of whether BISYS provides such customer Outsourcing Services (using or not using the System) or other services;
(iii) To a prospective or existing customer to which BISYS refuses to provide Outsourcing Services;
(iv) To a customer of OSI who desires to have OSI provide outsourcing services using the System;
(v) To any customer of OSI using the System or Licensed Software as of the Effective Date of this Agreement. OSI reserves and retains any and all rights to offer, sell, market, distribute, license and provide the Licensed Software, the System, Ancillary Products, and outsourcing services using the foregoing to the extent that OSI has not expressly agreed to the contrary in Sections 2(d) and 4(c) of this Agreement. Without limiting the generality of the foregoing, this Agreement shall not preclude OSI (itself or through others) from (i) providing outsourcing services using the System to Financial Institutions located outside the Territory or to customers which are not Financial Institutions regardless of location; (ii) offering, selling, marketing, distributing or licensing any Ancillary Products at any time in any manner; or (iii) from appointing other distributors, resellers or remarketers of the Licensed Software, the System or the Ancillary Products (except as may be limited by Section 2(d)).
Limited Non-Compete. NCR covenants for a period of three (3) years immediately following the Effective Date, that neither NCR nor any of its Affiliates shall use the House Mark within or for the Prohibited ATMCo Business (including with respect to any Solutions or Natural Evolutions thereof). ATMCo covenants for a period of three (3) years immediately following the Effective Date, that neither ATMCo nor any of its Affiliates shall use the House Mark within or for the Prohibited NCR Business (including with respect to any Solutions or Natural Evolutions thereof).
Limited Non-Compete. For a period not to exceed twelve (12) months from the Closing Date, neither Multitest nor Xxxxxxx Xxxxxxx Technologies, Inc nor any other Related Person of Sellers will sell to Infineon Technologies AG or any of its subsidiaries (“Infineon”), “Gravity Handler” or “Strip Handler” base units that compete with like products offered by any Acquired Company, subject to the limitations below.
(a) This limitation does not extend to any “Pick and Place” handlers currently referred to as the 95XX series or the 21XX series or any other Pick and Place handlers developed by Multitest or any of its Related Persons.
(b) This limitation does not extend to any spare parts, sockets, change kits, service or other ancillary equipment sold to support any of the 85XX, 93XX or 99XX series machines previously sold to Infineon.
(c) This limitation does not extend to any sockets, contactors, load boards or other related products manufactured and sold by Multitest, Xxxxxxx Xxxxxxx Technologies, Inc. or any other Related Person of Sellers.
(d) While each of Multitest, Xxxxxxx Xxxxxxx Technologies, Inc. and any Related Person of Seller will not solicit Infineon for sales of such “Gravity Handler” base units during such 12 month period, the parties acknowledge that Infineon has purchased 85XX and 93XX machines from Multitest, and Buyer understands that Multitest has sold 99XX machines, several years prior to the date of this Agreement and Infineon may wish to purchase additional machines during such 12 month period. As a significant customer of the Acquired Companies and a significant purchaser of test handlers, the parties acknowledge their mutual interest in maintaining good relations with Infineon while preserving the relationship among Infineon and the Acquired Companies that is a significant factor in Buyer’s decision to enter into this Agreement. In the event Infineon or any of its subsidiaries contacts a Seller or a Related Person of Seller indicating that Infineon or any of its subsidiaries wishes to acquire additional 85XX, 93XX or 99XX machines, Multitest shall provide written notice to the Acquired Companies within 10 days of receiving such inquiry of the information concerning such inquiry (including potential order size, timing and other material details). Buyer will consider in good faith the request for a sale by Multitest of such machines, such consideration to include potential effects on the commercial relationship to be preserved and the potential ability of the Ac...
Limited Non-Compete. For the period of two (2) years following the Closing, neither the Seller nor any of its subsidiaries will market in the United States an adult talcum powder product similar to Cashmere Bouquet Talc; provided that the foregoing covenant shall not apply in the event the Seller or any of its subsidiaries acquires or is acquired by an existing business which includes an adult talcum powder product which is manufactured or marketed in the United States; provided further that such covenant shall apply if the Seller or its subsidiaries shall acquire an existing business which is primarily engaged in marketing adult talcum powder in the United States. In the event the Seller or any of its subsidiaries were to acquire during said two (2) year period an existing business which includes an adult talcum powder product which is marketed in the United States and which represents 5% or less of total sales of the business being acquired ("Sales Percentage"), then in such event, the Seller shall afford the Buyer an opportunity to purchase this portion of the business from the Seller or its applicable subsidiary for a purchase price which will be equal to that percentage of the total purchase price paid for the business which equates to the Sales Percentage. If the Buyer fails to accept the opportunity within 30 days after being presented with all material information available to the Seller with respect to such product, or if the Buyer accepts the opportunity but fails to close within 60 days thereafter, the Buyer shall have no further rights hereunder. The provisions of this Section 8.7 and the Seller's obligations hereunder shall automatically terminate upon the termination of the license provided for in the Trademark License Agreement.
Limited Non-Compete. For a period of two (2) years following the Closing, neither the Seller nor CP nor any of their respective subsidiaries will market in the United States an anti-fungal foot powder product similar to Quinsana; provided that the foregoing agreement shall not apply in the event the Seller or CP or any of their respective subsidiaries acquires or is acquired by an existing business which includes an anti-fungal foot powder product which is marketed in the United States.
Limited Non-Compete. Upon the effective date of this agreement, ClickCaster and its current directors, officers, employees, and agents agree not to engage in a major campaign to directly solicit large groups of XxxxxXxxxxx.xxx or Xxxxxxxxxx.xxx current users, current customers, and current vendors for twelve (12) calendar months.
Limited Non-Compete. For the above-stated reasons, and as a condition of employment to the fullest extent permitted by law, Executive agrees during the Relevant Non-Compete Period not to directly or indirectly engage in the following competitive activities:
(a) Executive shall not have any ownership interest in, work for, advise, consult, or have any business connection or business or employment relationship in any competitive capacity with any Competitor unless Executive provides written notice to the Company of such relationship prior to entering into such relationship and, further, provides sufficient written assurances to the Company’s satisfaction that such relationship will not jeopardize the Company’s legitimate interests or otherwise violate the terms of this Agreement;
(b) Executive shall not engage in any research, development, production, sale or distribution of any Competitive Products, specifically including any products or services relating to those for which Executive had responsibility for the twenty-four (24) month period preceding Executive’s date of separation;
(c) Executive shall not market, sell, or otherwise offer or provide any Competitive Products within the Geographic Territory; and
(d) Executive shall not distribute, market, sell or otherwise offer or provide any Competitive Products to any customer of any of the Companies .
