No-Interference with Customers and Suppliers; Non-Competition Sample Clauses

No-Interference with Customers and Suppliers; Non-Competition. KAC agrees that, during the Restricted Period (defined below), regardless of whether, or on what basis, KAC’s employment is terminated or any claim that KAC may have against Amira under this Agreement or otherwise, KAC shall not, without the prior written consent of Amira, directly or indirectly (defined below), actually or attempt to: 6.3.1 solicit, induce, contact or persuade any Customer (defined below) to terminate, reduce or refrain from renewing or extending its contractual or other relationship with Amira in regard to the purchase of products or services developed, marketed or sold by Amira, or to become a customer of or enter into any contractual or other relationship with KAC or any other person or entity for products or services that are the same, similar or otherwise in competition with the products and services of Amira (collectively, “Competing Services”); and/or 6.3.2 solicit, induce, contact or persuade any supplier of goods or services to Amira (“Supplier”) to terminate, reduce or refrain from renewing or extending its contractual or other relationship with Amira in regard to the supplying of goods or services to Amira; and/or 6.3.3 offer or provide to any Customer any Competing Services; and/or 6.3.4 engage in the business of providing Competing Services.
Sample 1
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No-Interference with Customers and Suppliers; Non-Competition. Employee agrees that, during the Restricted Period (defined below), regardless of whether, or on what basis, Employee’s engagement hereunder is terminated or any claim that Employee may have against any member of the Company Group under this Agreement or otherwise, Employee shall not, without the prior written consent of the Company, directly or indirectly (defined below), actually or attempt to: (i) solicit, induce, contact or persuade any Customer (defined below) to terminate, reduce or refrain from renewing or extending its contractual or other relationship with any member of the Company Group in regard to the purchase of products or services developed, marketed or sold by any member of the Company Group, or to become a customer of or enter into any contractual or other relationship with Employee or any other person or entity for products or services that are the same, similar or otherwise in competition with the products and services that the Company Group is providing, or is actively contemplating to provide pursuant to its respective members’ current business plans, in each case, as of the Termination Date (collectively, “Competing Services”); and/or (ii) solicit, induce, contact or persuade any supplier of goods or services to any member of the Company Group (“Supplier”) to terminate, reduce or refrain from renewing or extending its contractual or other relationship with any member(s) of the Company Group in regard to the supplying of goods or services to such member(s) of the Company Group; and/or (iii) offer or provide to any Customer any Competing Services; and/or (iv) engage in the business of providing Competing Services in any country in which any member of the Company Group is doing business, or is actively contemplating to do business pursuant to its current business plan, in each case, as of the Termination Date.
Sample 1
No-Interference with Customers and Suppliers; Non-Competition. Nedivi agrees that, during the Restricted Period (defined below), regardless of whether, or on what basis, the Company’s engagement under the Services Agreement (or, if applicable, Nedivi’s employment with Cyalume) is terminated or any claim that Nedivi or the Company may have against any member of the Cyalume Group under the Services Agreement or otherwise, Nedivi shall not, without the prior written consent of Cyalume, directly or indirectly (defined below), actually or attempt to: (i) solicit, induce, contact or persuade any Customer (defined below) to terminate, reduce or refrain from renewing or extending its contractual or other relationship with any member of the Cyalume Group in regard to the purchase of products or services developed, marketed or sold by any member of the Cyalume Group, or to become a customer of or enter into any contractual or other relationship with Nedivi or any other person or entity for products or services that are the same, similar or otherwise in competition with the products and services that the Cyalume Group is providing, or is actively contemplating to provide pursuant to its respective members’ current business plans, in each case, as of the Termination Date (collectively, “Competing Services”); and/or Company Initials:_____ Nedivi Initials:_____ (ii) solicit, induce, contact or persuade any supplier of goods or services to the Cyalume Group (“Supplier”) to terminate, reduce or refrain from renewing or extending its contractual or other relationship with any member(s) of the Cyalume Group in regard to the supplying of goods or services to such member(s) of the Cyalume Group; and/or (iii) offer or provide to any Customer any Competing Services; and/or (iv) engage in the business of providing Competing Services in any country in which any member of the Cyalume Group is doing business, or is actively contemplating to do business pursuant to its current business plan, in each case, as of the Termination Date.
Sample 1
No-Interference with Customers and Suppliers; Non-Competition. Contractor agrees that, during the Restricted Period (defined below), regardless of whether, or on what basis, Contractor’s engagement hereunder is terminated or any claim that Contractor may have against any member of the Company Group under this Agreement or otherwise, Contractor shall not, without the prior written consent of the Company, directly or indirectly (defined below), actually or attempt to: (i) solicit, induce, contact or persuade any Customer (defined below) to terminate, reduce or refrain from renewing or extending its contractual or other relationship with any member of the Company Group in regard to the purchase of products or services developed, marketed or sold by any member of the Company Group, or to become a customer of or enter into any contractual or other relationship with Contractor or any other person or entity for products or services that are the same, similar or otherwise in competition with the products and services that the Company Group is providing, or is actively contemplating to provide pursuant to its respective members’ current business plans, in each case, as of the Termination Date (collectively, “Competing Services”); and/or (ii) solicit, induce, contact or persuade any supplier of goods or services to any member of the Company Group (“Supplier”) to terminate, reduce or refrain from renewing or extending its contractual or other relationship with any member(s) of the Company Group in regard to the supplying of goods or services to such member(s) of the Company Group; and/or (iii) offer or provide to any Customer any Competing Services; and/or (iv) engage in the business of providing Competing Services in any country in which any member of the Company Group is doing business, or is actively contemplating to do business pursuant to its current business plan, in each case, as of the Termination Date.
Sample 1

Related to No-Interference with Customers and Suppliers; Non-Competition

  • Contact with Customers and Suppliers Until the Closing Date, the Buyer shall not, and shall cause its Affiliates and direct its other Representatives not to, contact or communicate with the employees, customers, suppliers, distributors or licensors of the Acquired Entities, or any other Persons having a business relationship with the Acquired Entities, concerning the transactions contemplated hereby or any of the foregoing relationships without the prior written consent of the Seller.

  • Non-Solicitation of Customers and Suppliers Each Subject Party agrees that, during the Restricted Period, such Subject Party will not, without the prior written consent of Parent (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Date.

  • No Relationships with Customers and Suppliers No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, 5% or greater stockholders, customers or suppliers of the Company or any of the Company’s affiliates on the other hand, which is required to be described in the Disclosure Package and the Prospectus or a document incorporated by reference therein and which is not so described.

  • Non-Solicitation of Customers and Employees The Executive agrees that during the Term and for a period of two (2) years following the Termination of the Executive’s Employment, the Executive shall not, directly or indirectly, individually or jointly, (i) solicit in any manner, seek to obtain or service, or accept the business of any Customer for any product or service of the type offered by the Employer or competitive with the Company’s Business, (ii) solicit in any manner, seek to obtain or service, or accept the business of any Prospective Customer for any product or service of the type offered by the Employer or otherwise competitive with the Company’s Business, (iii) request or advise any Customer, Prospective Customer, or supplier of the Employer to terminate, reduce, limit, or change its business or relationship with the Employer, or (iv) induce, request, or attempt to influence any employee of the Employer to terminate his employment with the Employer.

  • Significant Customers and Suppliers No customer or supplier which was significant to the Company during the period covered by the Financial Statements or which has been significant to the Company thereafter, has terminated or breached, materially reduced or threatened to terminate, breach or materially reduce its purchases from or provision of products or services to the Company, as the case may be.

  • Customers and Suppliers (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

  • Nonsolicitation of Customers You shall not, while employed by Donnelley and for a period of 18 months from the date of Separation from Service with Donnelley for any reason, including your Separation from Service initiated by Donnelley with or without Cause, directly or indirectly, either on your own behalf or on behalf of any other person, firm or entity, solicit or provide services which are the same as or similar to the services Donnelley provided or offered while you were employed by Donnelley to any customer or prospective customer of Donnelley (i) with whom you had direct contact in the course of your employment with Donnelley or about whom you learned confidential information as a result of your employment with Donnelley or (ii) with whom any person over whom you had supervisory authority at any time had direct contact during the course of his or her employment with Donnelley or about whom such person learned confidential information as a result of his or her employment with Donnelley.

  • Material Customers and Suppliers Schedule 4.20 sets forth a list of the names of (a) (i) the ten (10) largest customers of each of the STD Business and MED Business (taken as whole, and as measured by revenue) and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the twelve (12) month period ended December 31, 2013 and (b) (i) the ten (10) largest customers of each of the STD Business and the MED Business (taken as whole, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior to the date of this Agreement (A) no Material Customer or Material Supplier has terminated or Threatened to terminate its relationship with the Company, Newco or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other hand.

  • AGREEMENTS WITH CUSTOMERS The Products are provided by the Third Party Vendor. All Terms of Use or Service as established by the Third Party Vendor and as set forth inter alia at xxxxx://xxx.xxxxxxxx.xxx/legal/migrationwiz-user-agreement/ and xxxxx://xxx.xxxxxxxx.xxx/legal/mspcomplete-access-agreement/ shall apply to the VAR’s resale activity and to the VAR’s Customers, including but not limited to the VAR’s indemnity of the Third Party Vendor based upon the VAR’s acts or omissions and including indemnity of the Third Party Vendor for any infringement claims arising from the combination by the VAR and/or Customers of Third Party Vendor’s intellectual property with the VAR or any third party’s intellectual property. The VAR agrees to provide each Customer with terms of use and gain their acceptance. You covenant, represent and warrant that you will present all Terms of Use or Service to each of your Customers and obtain their enforceable agreement to the Terms of Use or Service before permitting them to access or use the Products. You covenant, represent and warrant that no subscription for the Products shall be activated for or used by your Customers before the Customer agrees to the Terms of Use or Service. You will track and record acceptance by your Customers of the Terms of Use or Service and will provide such information to the Company upon request. The Company may modify these terms and conditions at any time. 1. PRODUCTS 2. THIRD PARTY VENDOR

  • Prohibition on Contracts with Companies Boycotting Israel To the extent that Texas Government Code, Chapter 2271 applies to this Agreement, PROVIDER certifies that (a) it does not currently boycott Israel; and (b) it will not boycott Israel during the term of this Agreement. PROVIDER acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate.

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