Non-Compete Provisions. IMPORTANT: The following covenants are made by Awardee in exchange for good and valuable consideration, including but not limited to the opportunity to receive the Units as set forth more fully above. Such covenants were material inducements to the Company in deciding to invest in Awardee, to award said Units, and in entering into this Agreement. Awardee understands that a violation of this Section may result in, among other things, forfeiture of Units/Acquired Shares and/or repayment to the Company of the value thereof. For purposes of this Section 16, references to the “Company” shall include any and all affiliates of the Company with which Awardee was employed during the relevant time period(s); and the termination date of Awardee’s employment shall be the date Awardee is no longer employed by the Company or any of its affiliates.
(a) During his or her employment by the Company and for a period of 12 months immediately following the termination of his or her employment for any reason whatsoever, whether or not for Cause or by resignation (whether or not for Good Reason), Awardee will not, directly or indirectly (whether through affiliates, relatives or otherwise):
(i) in any Restricted Area (as hereinafter defined), be employed or retained by any person or entity who or which then competes with the Company in the Restricted Area to any extent, nor will Awardee directly or indirectly own any interest in any such person or entity or render to it any consulting, brokerage, contracting, financial or other services or any advice, assistance or other accommodation. Awardee shall be deemed to be employed or retained in the Restricted Area if Awardee has an office in the Restricted Area or if Awardee performs any duties or renders any advice with respect to any competitive facility, business activities or customers in the Restricted Area. A “Restricted Area” means any geographic area in which or in relation to which Awardee shall have performed any duties, or in/for which Awardee had management, financial, sales, corporate or other responsibilities, for the Company during the one-year period preceding the termination of his or her employment.
Non-Compete Provisions. The following covenants are made by Employee in partial consideration for the substantial economic investment made by the Company in the employment, education and training of Employee and the compensation and other benefits afforded by the Company to the Employee. Such covenants were material inducements to the Company in deciding to invest in Employee and giving Employee access to the Company’s Trade Secrets and Confidential Information.
(a) During his or her employment by the Company and for a period of 12 months immediately following the termination of his or her employment for any reason whatsoever, whether or not for cause or by resignation, Employee will not, directly or indirectly (whether through affiliates, relatives or otherwise):
(i) in any Restricted Area (as hereinafter defined), be employed or retained by any person or entity who or which then competes with the Company to any extent, nor will Employee directly or indirectly own any interest in any such person or entity or render to it any consulting, brokerage, contracting, financial or other services or any advice, assistance or other accommodation. Employee shall be deemed to be employed or retained in the Restricted Area if Employee has an office in the Restricted Area or if Employee performs any duties or renders any advice with respect to any facility or business activities in the Restricted Area. A “Restricted Area” means each of:
Non-Compete Provisions. As a non-employee consultant, you agree that, among other policies and guidelines, the GTE Conflict of Interest Guidelines and the Business and Scientific Information Policy or replacement policies will apply to you. In addition, you agree not to Mr. Xxxxxxx X. Xxxxxx December 24, 1997 Page 5 engage directly or indirectly in a Competitive Business during the Consulting Period, unless the Company approves such an arrangement in writing in advance. For purposes of this paragraph B.7, a "Competitive Business" is any inter-exchange carrier (such as MCI Communications Corporation, Sprint Corporation, AT&T Corp., WorldCom, Inc., LCI International, Inc., and Cable & Wireless PLC) and its Affiliates, any local exchange carrier (such as any Regional Bell Xxxrating Company ("RBOC") and British Telecommunications PLC) and its Affiliates, or any of the following companies and their Affiliates: Digex, Incorporated, Qwest Communications International Inc., Netscape Communications Corporation, Cisco Systems, Inc., Ascend Communications, Inc., Airtouch Communications, Inc., NEXTEL Communications, Inc., and Teleport Communications Group, Inc. An Affiliate for purposes of this paragraph B.7 shall mean any entity, whether or not incorporated, (i) in which a Competitive Business has equity ownership of 10% or more, or (ii) which provides goods or services (including but not limited to software, processing, switching, marketing, or consulting) to a Competitive Business to materially compete with GTE. You acknowledge that the obligations imposed on you pursuant to this paragraph B.7 are reasonable in their nature, scope and duration and will not deprive you of the opportunity to earn a livelihood. During and after the Consulting Period, you also will remain subject to those GTE policies which apply following termination of service. Subject to paragraph B.8, in consideration of your compliance with the provisions of this paragraph B.7, the Company will pay to you $25,000 per quarter payable in arrears, commencing with the quarter beginning July 1998 and ending with the quarter ending June 2000 (or such later date as the parties may agree in writing). If you fail to comply with the provisions of this paragraph B.7, you will forfeit your right to receive the payments described in this paragraph B.7.
Non-Compete Provisions. (a) Employee acknowledges and agrees that, the business of Verso Paper and its customers is worldwide in scope, Verso Paper’s competitors and customers are located throughout the world, and Verso Paper’s strategic planning and Research and Development activities have application throughout the world and are for the benefit of customers and Verso Paper’s business throughout the world, and therefore, the restrictions on the Employee’s competition after employment as described below apply to anywhere in the world in which Verso Paper or its subsidiaries are doing business. Employee acknowledges that any such competition within that geographical scope will irreparably injure Verso Paper. Employee acknowledges and agrees that, for that reason, the prohibitions on competition described below are reasonably tailored to protect Verso Paper.
(b) While an employee or consultant of Verso Paper, Employee agrees not to compete in any manner, either directly or indirectly whether for compensation or otherwise with Verso Paper or to assist any other person or entity to compete with Verso Paper in the business of coated and super-calendared paper products or the operation of coated and super-calendared paper xxxxx anywhere in the world.
(c) After the termination of employment for any reason, Employee agrees that for a period of twelve (12) months (the “Non-Compete Period”) following such termination Employee will not compete with Verso Paper anywhere in the world in which Verso Paper or its subsidiaries are doing business:
(i.) By producing, developing, selling or marketing, or assisting others to produce, develop, sell or market in the business of coated and super-calendared paper products or the operation of coated and super-calendared paper xxxxx;
(ii.) By engaging in any sales, marketing, Research and Development or managerial duties (including, without limitation, financial, human resources, strategic planning, or operational duties) for, whether as an employee, consultant, or otherwise, any entity which produces, develops, sells or markets in the business of coated and super-calendared paper products or the operation of coated and super-calendared paper xxxxx;
(iii.) By owning, managing, operating, controlling or consulting for any entity which produces, develops, sells or markets in the business of coated and super-calendared paper products or the operation of coated and super-calendared paper xxxxx, provided that this section 3(c)(iii) shall not prohibit Employee ...
Non-Compete Provisions. PAYLESS agrees that the provisions of Section 5 of the Employment Agreement do not apply after the Effective Date.
Non-Compete Provisions. The Executive agrees that throughout the Executive’s employment with the Corporation and for a period of one (1) year following the termination of that employment (regardless of whether such termination is voluntary, involuntary or otherwise), the Executive shall not:
Non-Compete Provisions. Tenant acknowledges that if Tenant does not elect to exercise its options to extend the Term of the Master Lease for the Fourth Renewal Term or the Fifth Renewal Term, Landlord will need to sell the Leased Properties or find a new operator to lease the Leased Properties. The then market value of the Leased Properties may be influenced by the existence of competing senior housing facilities, as defined herein, located in the proximity of the Leased Facilities. In consideration of Landlord’s lease of the Leased Properties to Tenant, Tenant agrees to the following non-compete provisions:
(a) Except as specifically permitted below, Tenant agrees that during the last five (5) years of the Term of the Master Lease, neither Tenant nor any subsidiary or other affiliated entity of Tenant or any company under common ownership, management or control with Tenant, shall own, acquire, build, construct, lease, manage or operate a Competing Facility, as defined herein, located within the same county as any of the Leased Properties. This non-compete provision shall not apply if either (i) the Competing Facility was in operation or under actual construction by December 31, 2021 or any later date which is five (5) years and one day prior to the end of the Term if the Term has been extended beyond December 31, 2026 (such date is referred to as the “Allowed Pre-existing Facility Determination Date”); or (ii) any Competing Facility located in a county in which as of the Allowed Pre-existing Facility Determination Date, Tenant owns a nursing home, assisted living or senior living center in addition to the center operated by Tenant on the Leased Property in such county; or (iii) regarding an intended project, one for which on the Allowed Pre-existing Facility Determination Date a Certificate of Need has been issued, if required, for such intended project.
(b) As used herein, Competing Facility means any licensed skilled nursing center or licensed skilled and licensed intermediate care nursing center.
(c) In the event Tenant should breach these non-compete provisions, Tenant may be permanently enjoined from doing so. In the event of any suit to enforce the non-compete provisions, if Landlord is granted any relief against Tenant, Tenant shall be liable to Landlord for all of Landlord’s court costs, expenses and legal fees incurred in seeking to enforce the provisions of this non-compete provision.
Non-Compete Provisions. (a) Hunter acknowledges that the covenants he is providing in this Agreement are reasonable and necessary to the protection of the legitimate interests of Fluke and Xxxxxxxxxx and their respective affiliates, subsidiaries and parents, including, but not limited to, the goodwill of Xxxxxxxxxx. Hunter further acknowledges that by virtue of his positions with Xxxxxxxxxx and its subsidiaries and affiliates he has developed considerable expertise in the business operations of Xxxxxxxxxx and its subsidiaries and affiliates. Hunter acknowledges that Fluke and Xxxxxxxxxx and their respective affiliates, subsidiaries and parents would be irreparably damaged and their substantial investment in CSC materially impaired were Hunter to engage in an activity that competes with the business of Fluke, Xxxxxxxxxx or their respective affiliates, subsidiaries and parents in violation of the terms of this Agreement. Accordingly, Hunter acknowledges that he is voluntarily entering into this Agreement and that the terms and conditions of this Agreement are fair and reasonable to him in all respects and that Fluke, in addition to any other remedies which it may have, shall be entitled to obtain injunctive relief, including specific performance, in the event of any actual or threatened breach by Hunter of any of the provisions of this Agreement.
(b) Accordingly, Hunter covenants and agrees that for a period of two years immediately following the termination (for any reason or no reason) of Hunter's employment with Fluke or any affiliate or subsidiary thereof (including without limitation Xxxxxxxxxx and CSC) (the "Covenant Period"), within the Market Area, Hunter shall not, directly or indirectly, perform any services for any person or entity engaged in a competing business or, without limiting the generality of the foregoing, be or become or agree to be or become, interested in or associated with, in any capacity (whether as a partner, shareholder, owner, officer, director, employee, principal, agent, creditor, trustee, consultant, coventurer or otherwise) in any competing business as defined herein. Hunter agrees that Fluke, Xxxxxxxxxx and their respective affiliates, subsidiaries and parents provide goods and services both at their respective facilities and at the locations of their customers or clients and that, by the nature of their businesses, they operate globally. Notwithstanding the provisions of this Article 3(b), Hunter may own, solely as an investment, not more than on...
Non-Compete Provisions a. For the purpose of this Non-Competition Agreement, Competitive Activities are:
i. producing, developing, selling or marketing, or assisting others to produce, develop, sell or market;
ii. engaging in any sales, marketing, research and development or managerial duties (including, without limitation, financial, human resources, strategic planning, or operational duties), whether as an employee, consultant, or otherwise, for any entity which produces, develops, sells or markets;
iii. owning, managing, operating, controlling or consulting for any entity which produces, develops, sells or markets; or
iv. soliciting the business of any person, company, firm, or corporation who is or was a customer of International Paper or active prospective customers of International Paper within twelve (12) months prior to the termination of my employment; for any product, process, or service that is competitive with those products, processes, or services of International Paper, whether existing or contemplated for the future, concerning which I have in any manner acquired knowledge, trade secrets or confidential information during the twenty-four (24) months preceding termination of my employment.
b. While an employee of International Paper, I agree not to engage in any Competitive Activities or prepare to engage in any Competitive Activities in any manner, either directly or indirectly, whether for compensation or otherwise, with International Paper, or to assist any other person or entity to compete or to prepare to compete with International Paper.
c. I agree that for twelve (12) months after the date of termination by either party of the employment for any reason (the “Non-Compete Period”), I shall not, directly or indirectly, commit, participate in or facilitate any of the Competitive Activities for any entity that is competitive with International Paper.
d. I shall not assist others in engaging in activities that I am not permitted to undertake.
Non-Compete Provisions. Lazarev and bCard agree that bCard's actual and potential activities (as described in the Operational Marketing Concept attached hereto as Exhibit A) are of a unique and special nature and that if Lazarev's services were used in competition with bCard, such use could cause serious and possibly irreparable harm to bCard. Accordingly, Lazarev agrees that during the Covenant Period he will not directly or indirectly, within the fifty (50) United States of America or with any person or entity within the fifty (50) United States of America:
(a) engage in, undertake to plan or organize, or become associated or connected in any way with, participate in, be employed by, render services to, or consult with any Competing Entity in--as a consultant, independent contractor, proprietor, shareholder, partner, officer, director, employee, or otherwise--any business or activity that is substantially similar to or in competition with the business or activities of bCard, either for his own benefit or for the benefit of any other person, firm, corporation, or entity whatsoever other than bCard, or
(b) call on, solicit, take away, or attempt to take away for the benefit of Lazarev or of any other person or entity, any customer, supplier, or client of bCard, or
(c) solicit, take away, or attempt to take away, for the benefit of Lazarev or of any other person or entity, any employee or officer of bCard. bCard intends to restrict the activities of Lazarev under this section 5.7 only to the extent necessary for the protection of the legitimate business interests of bCard. It is the intention and agreement of the parties that all the terms and conditions hereof be enforced to the fullest extent permitted by law. In the event the provisions of this section 5.7 should ever be deemed or adjudged by a court or arbitration tribunal of competent jurisdiction to exceed the time or geographical limitation permitted by applicable law, then the parties intend such provisions shall nevertheless be valid and enforceable to the extent necessary for such protection ad determined by such court or arbitration tribunal, and such provisions shall be reformed to the maximum time or geographic limitations as permitted by applicable law and determined by such court or arbitration tribunal.
