MC Noncompetition Covenant Clause Samples

MC Noncompetition Covenant. (a) During Noncompete Period, Sellers shall not, and shall cause their Affiliates (for purposes of this Section 7.8, the term “Affiliate” excludes any purchaser of the assets or equity of any Seller or any Affiliate of a Seller, or any successor by merger or reorganization of any Seller or any Affiliate of a Seller) not to, directly or indirectly, in any capacity (i) develop, construct, lease, own, manage, operate or control any Competing Business that is located within the Territory, (ii) manage or provide management or consulting services to, or participate in the management or control of, any Person with respect to the development, construction, ownership or operation of any Competing Business that is located within the Territory, or (iii) own a direct or indirect interest (financial or otherwise) in, or lend money to, any Person that engages in any of the activities described in clauses (i) and (ii), above. (b) Sellers recognize that the covenants in this Section 7.8, and the territorial, time and other limitations with respect thereto, are reasonable and properly required for the adequate protection of the acquisition of the Equity Interests by Buyer, and agree that such limitations are reasonable with respect to its activities, business and public purpose. Sellers agree and acknowledge that the violation of the covenants or agreements in this Section 7.8 would cause irreparable injury to Buyer and that the remedy at law for any violation or threatened violation thereof would be inadequate and that, in addition to whatever other remedies may be available at law or in equity, Buyer shall be entitled to temporary and permanent injunctive or other equitable relief without the necessity of proving actual damages or posting bond. The parties hereto also waive any requirement of proving actual damages in connection with the obtaining of any such injunctive or other equitable relief. (c) It is the intention of each party hereto that the provisions of this Section 7.8 shall be enforced to the fullest extent permissible under the Law and the public policies of the State of Texas and of any other jurisdiction in which enforcement may be sought, but that the unenforceability (or the modification to conform with such Laws or public policies) of any provisions hereof shall not render unenforceable or impair the remainder of this Agreement. Accordingly, if any term or provision of this Section 7.8 shall be determined to be illegal, invalid or unenforceable, either ...