No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities Sample Clauses

No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. (a) Except as expressly provided herein or in any of the Ancillary Agreements, it is the explicit intent of each of the Parties that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted by the Parties. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on (i) the ability of the other Party hereto to engage in any business or other activity that competes with the business of such Party, or (ii) the ability of the other Party to engage in any specific line of business or engage in any business activity in any specific geographic area. (b) Except as expressly provided herein or in any of the Ancillary Agreements, PEC and the PEC Group shall have the right to, and shall have no duty not to, (i) engage in the same or similar business activities or lines of business as Patriot or any other member of the Patriot Group, (ii) do business with any client or customer of Patriot or any other member of the Patriot Group, and (iii) employ or otherwise engage any officer or employee of Patriot or any other member of the Patriot Group, and neither PEC nor the PEC Group nor any officer or director thereof shall be liable to Patriot or any other member of the Patriot Group or any of Patriot’s stockholders for breach of any fiduciary duty by reason of any such activities of PEC or any other member of the PEC Group or of such person’s participation therein. (c) Except as expressly provided in the Ancillary Agreements, Patriot and the Patriot Group shall have the right to, and shall have no duty not to, (i) engage in the same or similar business activities or lines of business as PEC or any other member of the PEC Group, (ii) do business with any client or customer of PEC or any other member of the PEC Group, and (iii) employ or otherwise engage any officer or employee of PEC or any other member of the PEC Group, and neither Patriot nor the Patriot Group nor any officer or director thereof shall be liable to PEC or any other member of the PEC Group or any of PEC’s stockholders for breach of any fiduciary duty by reason of any such activities of Patriot or the Patriot Group or of such person’s participation therein. (d) In the event that PEC or any other member of the PEC Group acquires knowledge of a potential transaction or matter that...
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No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. (a) Each of the Parties agrees that this Agreement shall not include any noncompetition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on the ability of any Group to engage in any business or other activity that overlaps or competes with the business of the other Group. Except as expressly provided herein, or in the Ancillary Agreements, each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor or lessor of any of the other Group or (iv) subject to Section 7.6, employ or otherwise engage any officer, director or employee of the other Group. (b) Except as expressly provided herein, or in the Ancillary Agreements, the Parties hereby acknowledge and agree that if any Person that is a member of a Group, including any officer or director thereof, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for either or both Groups, the other Group shall not have an interest in, or expectation that such opportunity be offered to it or that it be offered an opportunity to participate therein, and any such expectation with respect to such opportunity, is hereby renounced by such Group. Accordingly, except as expressly provided herein, or in the Ancillary Agreements, (i) neither Group will be under any obligation to present, communicate or offer any such opportunity to the other Group and (ii) each Group has the right to hold any such opportunity for its own account, or to direct, recommend, sell, assign or otherwise transfer such opportunity to any Person or Persons other than the other Group, and, to the fullest extent permitted by Law, neither Group shall have or be under any duty to the other Group and shall not be liable to the other Group for any breach or alleged breach thereof or for any derivation of personal economic gain by reason of the fact that such Group or any of its officers or directors pursues or acquires the...
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No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. Except as expressly provided herein or in any of the Ancillary Agreements, it is the explicit intent of each of the Parties that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted by the Parties. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on (i) the ability of the other Party or any member of its Group (if applicable) to engage in any business or other activity that competes with the business of such Party or any member of its Group (if applicable), or (ii) the ability of the other Party or any member of its Group (if applicable) to engage in any specific line of business or engage in any business activity in any specific geographic area.
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No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. (a) Each of the Parties agrees that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on the ability of any Group to engage in any business or other activity that overlaps or competes with the business of the other Group, including investing in residential mortgage related securities. Except as expressly provided herein, or in the Ancillary Agreements, if any, each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor or lessor of any of the other Group or (iv) employ or otherwise engage any officer, director or employee of the other Group. Neither Party or Group, nor any officer or director thereof, shall be liable to the other Party or Group or its stockholders for breach of any fiduciary duty by reason of any such activities of such Party or Group or of any such Person’s participation therein. (b) Except as Newcastle and each other member of the Newcastle Group, on the one hand, and New Residential and each other member of the New Residential Group, on the other hand, may otherwise agree in writing, the Parties hereby acknowlege and agree that if any Person that is a member of a Group, including any officer or director thereof, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for either or both Groups, neither the other Group nor its stockholder shall have an interest in, or expectation that, such corporate opportunity be offered to it or that it be offered an opportunity to participate therein, and any such interest, expectation, offer or opportunity to participate, and any other interest or expectation otherwise due to such Group with respect to such corporate opportunity, is hereby renounced by such Group on its behalf and on behalf of its stockholders. Accordingly, subject to Section 7.3(c) below, (i) neither Group nor any officer or director thereof wi...
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No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. (a) Except as expressly provided in Section 5.1 hereof, it is the explicit intent of each of the Parties that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted by the Parties. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on (i) the ability of any Party hereto to engage in any business or other activity that competes with the business of any other Party, or (ii) the ability of any Party to engage in any specific line of business or engage in any business activity in any specific geographic area. Except as expressly provided in the Ancillary Agreements, Duke Energy and the Duke Energy Group shall have the right to, and shall have no duty not to, (i) engage in the same or similar business activities or lines of business as Spectra Energy and the Spectra Energy Group, (ii) do business with any client or customer of Spectra Energy and the Spectra Energy Group, and (iii) employ or otherwise engage any officer or employee of Spectra Energy and the Spectra Energy Group, and neither Duke Energy nor the Duke Energy Group nor any officer or director thereof shall be liable to Spectra Energy and the Spectra Energy Group or its stockholders for breach of any fiduciary duty by reason of any such activities of Duke Energy or the Duke Energy Group or of such person’s participation therein. (b) In the event that Duke Energy or any other member of the Duke Energy Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Duke Energy or any other member of the Duke Energy Group and Spectra Energy or any other member of the Spectra Energy Group, neither Duke Energy nor any other member of the Duke Energy Group nor any agent or advisor thereof shall have any duty to communicate or present such corporate opportunity to Spectra Energy or any other member of the Spectra Energy Group and shall not be liable to Spectra Energy or any other member of the Spectra Energy Group or to Spectra Energy’s stockholders for breach of any fiduciary duty as a stockholder of Spectra Energy by reason of the fact that Duke Energy or any other member of the Duke Energy Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity, or does...
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No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. It is the explicit intent of each of the Parties that the provisions of this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities which may be conducted by the Parties. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on 23.1.
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No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. Each of the Parties agrees that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on the ability of any Group to engage in any business or other activity that overlaps or competes with the business of the other Group, including investing in senior housing properties. Except as expressly provided herein, or in the Ancillary Agreements, if any, each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor, property manager or lessor of any of the other Group or (iv) employ or otherwise engage any officer, director or employee of the other Group. Neither Party or Group, nor any officer or director thereof, shall be liable to the other Party or Group or its stockholders for breach of any fiduciary duty by reason of any such activities of such Party or Group or of any such Person’s participation therein.
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No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities. (a) Except as expressly provided herein or in any of the Ancillary Agreements, it is the explicit intent of each of the Parties that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted by the Parties. Accordingly, except as expressly provided herein or in any of the Ancillary Agreements, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on (i) the ability of the other Party hereto to engage in any business or other activity that competes with the business of such Party or (ii) the ability of the other Party to engage in any specific line of business or engage in any business activity in any specific geographic area. (b) Except as expressly provided herein or in any of the Ancillary Agreements, L-3 and the L-3 Group shall have the right to, and shall have no duty not to (i) engage in the same or similar business activities or lines of business as Spinco or any other member of the Spinco Group, (ii) do business with any client or customer of Spinco or any other member of the Spinco Group and (iii) employ or otherwise engage any officer or employee of Spinco or any other member of the Spinco Group, and neither L-3 nor the L-3 Group nor any officer or director thereof shall be liable to Spinco or any other member of the Spinco Group or any of Spinco’s stockholders after the Distribution for breach of any fiduciary duty by reason of any such activities of L-3 or any other member of the L-3 Group or of such Person’s participation therein. (c) Except as expressly provided herein or in any of the Ancillary Agreements, Spinco and the Spinco Group shall have the right to, and shall have no duty not to (i) engage in the same or similar business activities or lines of business as L-3 or any other member of the L-3 Group, (ii) do business with any client or customer of L-3 or any other member of the L-3 Group and (iii) employ or otherwise engage any officer or employee of L-3 or any other member of the L-3 Group, and neither Spinco nor the Spinco Group nor any officer or director thereof shall be liable to L-3 or any other member of the L-3 Group or any of L-3’s stockholders for breach of any fiduciary duty by reason of any such activities of Spinco or the Spinco Group or of such Person’s participation therein. (d) In the event that L-3 or...
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Related to No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities

  • Outside Activities of Limited Partners Subject to any agreements entered into by a Limited Partner or its Affiliates with the General Partner, Partnership or a Subsidiary, any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Limited Partners benefiting from the business conducted by the General Partner, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

  • 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.

  • Restrictions on Business Activities There is no agreement, commitment, judgment, injunction, order or decree binding upon Company or its subsidiaries or to which Company or any of its subsidiaries is a party which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Company or any of its subsidiaries, any acquisition of property by Company or any of its subsidiaries or the conduct of business by Company or any of its subsidiaries as currently conducted.

  • Outside Activities of the Limited Partners Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

  • RESTRICTION ON OUTSIDE EMPLOYMENT Unless otherwise specified by the Employer as being in an area that could represent a conflict of interest, employees shall not be restricted in engaging in other employment outside the hours they are required to work for the Employer.

  • INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS The Fund will provide the Sub-Adviser with the statement of investment objective, policies and restrictions applicable to the Series as contained in the Series' Prospectus and Statement of Additional Information, all amendments or supplements to the Prospectus and Statement of Additional Information, and any instructions adopted by the Board of Trustees supplemental thereto. The Fund agrees, on an ongoing basis, to notify the Sub-Adviser in writing of each change in the fundamental and non-fundamental investment policies of the Series and will provide the Sub-Adviser with such further information concerning the investment objective, policies, restrictions and such other information applicable thereto as the Sub-Adviser may from time to time reasonably request for performance of its obligations under this Agreement. The Fund retains the right, on written notice to the Sub-Adviser or the Adviser, to modify any such objective, policies or restrictions in accordance with applicable laws, at any time.

  • Employment Restrictions The Subrecipient shall include the following clauses in every Subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each subcontractor or vendor.

  • Post-Employment Restrictions You remain legally bound by, and must comply with the terms, conditions and restrictions of, the non-competition, non-solicitation and confidentiality and other post-employment provisions set forth in Sections 7, 8, 9, 10 and 11 of the Employment Agreement, which survive the cessation of your employment and are hereby incorporated by reference.

  • Restriction on Competition (a) During the Term and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"): (i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment; (ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company; (iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or (iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge. (b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions. (d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.

  • Union Activities Restrictions If the Contract Amount is over $50,000, this section is applicable. Contractor agrees that no JBE funds received under this Agreement will be used to assist, promote or deter union organizing during the Term. If Contractor incurs costs, or makes expenditures to assist, promote or deter union organizing, Contractor will maintain records sufficient to show that no JBE funds were used for those expenditures. Contractor will provide those records to the Attorney General upon request.

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