Non-competition by Seller Sample Clauses

Non-competition by Seller. Seller covenants and agrees that neither it nor any of its Affiliates or related parties will, directly or indirectly, on behalf of itself or any other party, sell, market, promote or distribute, license, research or develop any Thrombolytic Therapy Product for a period of three (3) years commencing on the Closing Date, or invest in, participate in or assist any other entity with respect to any of the foregoing. Notwithstanding the foregoing, nothing in this Section 9.6 shall prevent Seller from (i) engaging in or consummating any transaction relating to Seller's tissue culture based urokinase product marketed under the brand name Abbokinase(R); (ii) acquiring a third party that derives 10% or less of its annual net sales from the development, sale, marketing, promotion or distribution of any Thrombolytic Therapy Product; or (iii) engaging in research, developing, selling, marketing, promoting and/or distributing any product that may be used on an off-label basis as a Thrombolytic Therapy Product, provided that any such research, development, promoting and marketing is not intended for use of the product as a Thrombolytic Therapy Product.

Non-competition by Seller. Seller covenants and agrees that neither it nor any of its Affiliates or related parties will, directly or indirectly, on behalf of itself or any other party, sell, market, promote, distribute, license, research or develop in the United States any Thrombolytic Therapy Product for a period of three (3) years commencing on the Closing Date, or invest in (other than Buyer), participate in or assist any other entity with respect to any of the foregoing. Notwithstanding the foregoing, nothing in this Section 9.6 shall prevent Seller from (i) acquiring a third party that derives 10% or less of its annual net sales from the development, sale, marketing, promotion or distribution of any Thrombolytic Therapy Product; or (ii) engaging in research, developing, selling, marketing, promoting and/or distributing any product that may be used on an off-label basis as a Thrombolytic Therapy Product, provided that any such research, development, promoting and marketing is not intended for use of the product as a Thrombolytic Therapy Product.

Non-competition by Seller. Seller acknowledges and agrees that Purchaser, the Company and their Affiliates will continue to engage in Transaction Services to third parties providing Age-Restricted Services following the Closing throughout the world. Accordingly, as an agreement ancillary to the purchase of the Member Interest and as a material inducement to Purchaser to enter into this Agreement, Seller agrees that during the Non-Competition Period, neither Seller nor any of its Affiliates shall, without Purchaser's or the Company's prior written consent, engage (whether as an owner, operator, manager, employee, officer, director, consultant, advisor, representative or otherwise), directly or indirectly, in any Transaction Service to third parties providing Age-Restricted Services anywhere in the world, other than (i) third parties that or who are customers of Seller or its Affiliates (excluding the Company) as of the Closing Date and (ii) third parties for which Age-Restricted Services comprise less than 25% in revenues of the aggregate Transaction Services provided by Seller.

Non-competition by Seller. (a) For a period of four (4) years after the Closing Date, Seller and any of its subsidiaries, Affiliates, successors or assigns (except as hereinafter stated) shall not, directly or indirectly, alone, or as a partner, partial owner, consultant, or agent (of any other corporation, partnership or other business organization), engage in the delivery of technology consulting services and solutions to the retail and distribution industries other than as is reasonably necessary for the sale, licensing, installation, integration, use, implementation and support of viaLink products and services. Seller and Netplex agree that the viaLink business is defined as substantially building, marketing and implementing proprietary software products, information content and related services to facilitate electronic commerce. If Seller sells, assigns, or otherwise disposes of its viaLink business to a buyer who is not under the control of Seller, and such Buyer is already in competition with Netplex or any of its Affiliates, then this Section 8.4(a) shall not apply. (b) For a period of four (4) years after the Closing Date, Seller and any of its subsidiaries, Affiliates, successors or assigns shall not, directly or indirectly, alone, or as a partner, partial owner, consultant, or agent of any other corporation, partnership or other business organization, knowingly solicit the employment of, or knowingly hire, any employee of Netplex, or any Netplex subsidiary, or intentionally cause any such employee to terminate the employee's relationship with Netplex or any Netplex subsidiary, without the prior written approval of Netplex. (c) For a period of four (4) years after the Closing Date, Seller and any of its subsidiaries, Affiliates, successors or assigns (except as hereinafter stated) shall not, directly or indirectly, alone, or as a partner, partial owner, consultant or agent (of any other corporation, partnership or other business organization), knowingly solicit any of the accounts of Netplex relating to the retail and distribution industries unless such solicitation is undertaken on behalf of a business venture which does not engage in the delivery of information technology services and solutions to the retail and distribution industries other than as is reasonably necessary for the sale, licensing, installation, integration, use, implementation and support of viaLink products and services. Seller and Netplex agree that the viaLink business is defined as substantially buil...

Non-competition by Seller. 9.1 Subject as provided in Clause 9.2, Seller undertakes to Buyer that Seller will not and that Seller will procure that no member of Seller's Group shall without the prior written consent of Buyer, directly or indirectly, either alone or jointly or in partnership with any other person (except as the holder for investment purposes only of securities listed dealt in or traded on a recognised stock exchange not exceeding 3 per cent in nominal value of the securities of that class in issue) as the holder of any interest in or as director agent or representative of or consultant to any other person, at any time during the period commencing on Closing and ending one year thereafter, and in such a way as to materially and adversely affect the business of the Company: 9.1.1. be engaged or concerned or interested or participate in or carry on any business consisting of the retail sale in the United Kingdom of consumer electrical products in competition with the Company; 9.1.2. in relation to such a business as is described in Clause 911, in competition with the Company, canvass, solicit or entice the custom of or deal with any person who at the date of this Agreement or at any time during the period of two years prior to Closing has been a substantial customer or supplier in the United Kingdom of, or in the habit of dealing substantially with the Company; or 9.1.3. in relation to a business as is described in Clause 9. 1.1 in competition with the Company offer employment to or employ or offer or conclude any contract for services with any person who at any time during the two years before Closing shall have been employed in or a consultant to the Company earning at any such time annual remuneration in excess of (Pounds)30,000 provided that this restriction shall not apply in relation to any person who replies to a bona fide general advertisement for a position of employment or contract for services.

Non-competition by Seller. Seller agrees not to engage in or --------------------------- carry on, directly or indirectly, the sale of a Product similar in formula to the "Carbfighter Product" in the United States, either for itself or themselves or as a member of a corporation, partnership, limited partnership, limited liability company, joint venture or other entity or as an investor, agent, associate, employee or consultant of or to any person or entity or otherwise. The covenant contained in the preceding sentence shall continue for a period of [2] years from and after the date of this Agreement. Such covenant shall exclude the rights of Seller to continue marketing the CARB BLOCKER product as an upsell to its Ultimate Lean Routine products only, and also excludes the combination fat neutralizer/carbohydrate neutralizer product currently under development by Garden State Nutritional for use by Seller in upcoming shows. Seller acknowledges that it has carefully read and considered the restraints imposed upon it pursuant to this Section and agrees that such restraints are necessary for the reasonable and proper protection of Buyer and the value of the Purchased Assets which it has acquired from Seller and that such restraints are reasonable in respect to subject matter, length of time and area. (a) Seller hereby acknowledges and agrees that it would be extremely difficult or impracticable to measure damage to Buyer from any breach by any of them of the agreements and covenants set forth in this Section, that injury to Buyer from such breach would be incalculable and irremediable, and that money damages would be an inadequate remedy for any such breach. Accordingly, Seller hereby agrees that, if there is a breach of the covenants and agreements under this Section in any respect, Buyer will be entitled, in addition to all other remedies it may have, to a temporary restraining order and to a preliminary and a permanent injunction to restrain any such breach by Seller, without knowing or providing any actual damage sustained by Buyer. In the event that Seller is determined to be in breach of this provision, Seller hereby agrees to pay any expenses and attorneys' fees incurred by Buyer in enforcing the obligations hereunder.

Non-competition by Seller. For a period of two years from and following the Effective Date, without the prior written consent of the Purchaser, Seller shall not, in its capacity as an entity, partner, shareholder, consultant, joint venturer or owner, or in any other capacity, within the Mississippi counties of Warren, Claiborne, Jefferson, Copiah, Yazoo, Xxxxxxx, Issaquenna, and Xxxxx (“Non-competition Area”), (i) invest (other than investments in publicly-owned companies whose securities are traded on the New York Stock Exchange or American Stock Exchange or listed on NASDAQ which constitute not more than 1% of the outstanding securities of any such company) in any home health nursing care business, or (ii) engage in any home health nursing care business that is competitive with the Company or any of its affiliates. As used in this provision, “affiliates” shall mean persons or entities that directly, or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Seller and as such term is further defined under the Securities Act of 1933, as amended. Notwithstanding the foregoing restriction, the parties acknowledge that such restriction shall not apply to (a) any facility which is owned, operated or managed, directly or indirectly, by a company or companies which acquires all or substantially all of the assets or stock of Triad Hospitals, Inc. (“Triad”) (whether by merger or otherwise), which facility is owned by the acquiring party at the time of the acquisition of Triad, or (b) Triad’s acquisition of a hospital or group of other healthcare facilities which includes at the time of acquisition one or more of such facilities (each a “Subsequently Acquired Home Health Facility”); provided however, that in the event that prior to the end of the non-competition period set forth in this paragraph, Triad or the ultimate owner of the relevant Subsequently Acquired Home Health Facility, as applicable, accepts an offer to sell such Facility (the “Facility Identified for Sale”), the Purchaser shall be provided with notice of the terms of the proposed sale (“Transfer Notice”) and shall be afforded a right of first refusal to purchase the Facility Identified for Sale on the same terms and conditions that are deemed acceptable to Seller or the ultimate owner of such Facility. Purchaser shall have ten days from its receipt of the Transfer Notice to notify Seller of its desire to purchase the Facility Identified for Sale, and Purchaser shall ...

Non-competition by Seller. For a period of two (2) years from and following the Closing Date, without the prior written consent of the Purchaser, except as permitted in this Section 14.01, Seller shall not, in its capacity as an entity, partner, shareholder, consultant, joint venturer or owner, or in any other capacity, within the primary service area of the Business (the “Seller Business Service Area”), (i) invest (other than investments in publicly-owned companies whose securities are traded on the New York Stock Exchange or American Stock Exchange or listed on NASDAQ which constitutes not more than 1% of the outstanding securities of any such company) in any Medicare or Medicaid certified home health care business, or (ii) engage in, acquire or operate any Medicare or Medicaid certified home health care business that is competitive with the Purchaser or any of its Affiliates. 15.01.01 The Parties acknowledge; (i) that due to the nature of the Business, the foregoing covenants place no greater restraint upon Seller than is reasonably necessary to protect the business and goodwill of Purchaser; (ii) that those covenants protect a legitimate interest of the Purchaser and do not serve solely to limit Purchaser’s future competition; (iii) that this Agreement is not an invalid or unreasonable restraint of trade; and (iv) that a breach of this Section 15.01. by Seller would cause irreparable damage to the Purchaser. 15.01.02 In the event of any breach, or any threatened or attempted breach by Seller of the restrictions herein contained, it is agreed that in addition to all other legal remedies, Purchaser shall also have the right, after prior notice to Seller of said breach or threatened or attempted breach, and after Seller has had ten (10) days subsequent to said notice to cure said breach or threatened or attempted breach, to obtain an injunction prohibiting such violation or attempted threatened violation in commanding compliance with the restrictions herein contained, in accordance with Section 15.14 of this Agreement. Seller further agrees that for the purpose of any such injunction proceeding, it shall be presumed that Purchaser’s legal remedies would be inadequate and that Purchaser would suffer irreparable harm as a result of Seller’s violation of the provisions of this Section 15.01. (i) Seller hereby acknowledges that the restrictive covenants set forth above are reasonable as to time and scope and are reasonably necessary to protect Purchaser’s business and the valuable and ...

Non-competition by Seller. 4.5.1 Seller acknowledges and agrees that it would substantially diminish the value of Purchaser’s acquisition of the Shares, assets and the goodwill of the Company were Seller to compete against the Purchaser subsequent to the consummation of this transaction. Seller agrees that for a period of two (2) years following the Closing hereunder, Seller will not, directly or indirectly, engage in, or directly or indirectly, be financially interested in, any business substantially similar to the business of the Company as conducted as of the Closing Date. 4.5.2 In addition, for a period of two (2) years following the Closing hereunder, Seller will not, directly or indirectly, induce or attempt to influence any employee, customer, independent contractor or supplier of Company to terminate his or her employment or any other relationship with Company. 4.5.3 Seller shall not at any time following the closing use for Seller’s benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person or entity, any confidential information of Company. “Confidential information,” as used in the preceding sentence, means any information regarding Company’s business methods, business policies, procedures, techniques, research or development projects or results; historical or projected financial information, budgets, trade secrets or other knowledge or processes of or developed by Company; any names and addresses of customers or clients or any data on or relating to past, present or prospective Company customers or clients; or any other confidential information relating to or dealing with the business, operations or activities of Company, excepting in each case information otherwise lawfully known generally by, or readily accessible to, the trade or the general public. 4.5.4 Seller acknowledges that the restriction contained in Section 4.5.1 is reasonable and necessary in order to protect Purchaser’s legitimate interests and that any violation thereof would result in irreparable injury to Purchaser. Seller therefore acknowledges and agrees that, in the event of any violation thereof, Purchaser shall be authorized and entitled to obtain, from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising out of such violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies to which Purchaser may be entitled. In...

Non-competition by Seller. (a) Seller acknowledges that in consideration of the payment of the Purchase Price, Purchaser is acquiring the goodwill of the Business, including complete ownership and control of the Business Assets. Therefore, Seller agrees that for a period commencing upon the Closing Date and ending upon the fifth (5th) anniversary ("Anniversary Date") thereof, unless otherwise extended, neither Seller nor Seller's assignees, will, directly or indirectly, license or sell software, technology, products or services in the Consumer Electronics Market; provided, however, that Seller may license or sell its Internet Browser -------- ------- as a stand alone software product within the Consumer Electronics Market, provided that such Internet Browser (i) may be capable of decompressing streaming video standards (e.g., Real Networks, Apple Quicktime, Windows Media formats, MPEG-1, MPEG-4, etc.) only on the Internet, but (ii) otherwise is incapable of decompressing MPEG-2 digital signals. Seller represents to Purchaser that the enforcement of the restriction contained in this Section 5.12 would not be unduly burdensome to Seller and that