Non-Complete Sample Clauses

Non-Complete. I acknowledge that the Company and its affiliates have invested substantial time, money and resources in the development and retention of their respective customers, accounts and Confidential Information. You acknowledge and agree that any and all "goodwill" associated with any customer or account of the Company or any of its affiliates belongs exclusively to the Company and/or its affiliates, as the case may be. I further acknowledge and agree that, during the course of performing services the Company will, and its affiliates may, furnish, disclose or make available to you confidential and proprietary information related to the Company's and its affiliates' business(es) and that the Company and/or one or more affiliates may provide you with unique and specialized training. I also acknowledge that such confidential information and such training have been developed and will be developed by the Company and/or one or more affiliates through the expenditure by the Company and/or one or more affiliates of substantial time, effort and money and that all such confidential information and training could be used by you to compete with the Company and/or one or more affiliates. In recognition of this, you covenant and agree as follows: (a) I understand and acknowledge that the Company's and its affiliates' business interests are world-wide because the Company's and its affiliates' products and/or services are sold in countries around the world and the Company's and its affiliates' competitors similarly operate from and market their products and/or services in many locations around the world. As used in this Agreement (i) the term "Company Business" means the business as described in the Company’s Form 10-K for the year ended December 31, 2016 as conducted by the Company or any of its affiliates at any time anywhere in the world during your employment by the Company and (ii) the term "Competitive Business" means any Company Business engaged in by any third party anywhere in the world.
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Non-Complete. The Executive and Spouse will not be eligible to receive Executive Retiree Medical Benefits if the Executive is employed by any other financial institution following retirement from San Joaquin Bank, unless San Joaquin Bank elects, in its sole discrxxxxx, to waive this conxxxxxx, "Employment" in this context includes all forms of employment, both full time and part time, as well as any form of consulting, whether paid or unpaid. "Financial institution" means any for profit or non-profit business enterprise that provides services that are the same as or are similar to any service provided by San Joaquin Bank. Executive Retiree Medical Benefits cannot be reixxxxxxx once the Executive and Spouse have become ineligible to receive Executive Retiree Medical Benefits due to the Executive's employment by another financial institution, unless San Joaquin Bank elects, in its sole discretion, to waive this condition.
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Non-Complete. By Stem Cell, if prior to the Effective Time if any event which may give rise to payment of the Trillium Non-Completion Fee set forth in Section 7.3 hereof occurs;
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Non-Complete. During the term of this Agreement and for one year ------------ thereafter, CarsDirect shall not be permitted to (i) intentionally market directly to credit unions or other affinity groups (which shall not be deemed to include groups rising in connection with nationally recognized, branded, automobile related publications which are unrelated to credit unions, or advertisements, contests or sponsorships on Internet portals (e.g., AOL, Yahoo, etc.)), (ii) provide website designs for credit unions or affinity groups, (iii) develop or enter into contractual relationships with, or provide direct assistance to, credit unions or affinity groups, or (iv) permit hypertext links to credit unions or affinity groups on its website. During the term of this Agreement and for one year thereafter, Autoland and shall not be permitted to (i) intentionally market directly to other than credit unions and affinity groups, (ii) provide website designs for other than credit unions or affinity groups, (iii) develop or enter into contractual relationship with, or provide assistance to, other than credit unions and affinity groups, or (iv) permit hypertext links to any Autoland related website to be located on the websites of any entity other than a credit union or affinity group. it is understood that the forgoing shall not be construed to either prevent Autoland from selling products and services to non-credit union or affinity group members by any means not in violation of this Section 5, or prevent CarsDirect from selling products and services to credit union and affinity group members who come to the CarsDirect website by any means not in violation of this Section 5.
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Non-Complete. The Executive shall not during the Restricted Period (as defined below) in the United States or any other place where the Company and its affiliates conduct operations related to the Company Business, directly or indirectly (except in the Executive's capacity as an officer of the Company), (i) engage or participate in the Company Business; (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder; or (iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; PROVIDED, HOWEVER, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own 1% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 1% or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause, (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; PROVIDED, HOWEVER, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end twelve months following the termination of the Executive's employment hereunder.
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Non-Complete. During the term, Employee/Director shall not compete directly or indirectly with the Company. During the period that is six (6) months after the termination of this Agreement, Employee/Director shall not directly or indirectly complete with the Company.
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Non-Complete. During the Sale, neither Merchant nor any affiliate of Merchant shall run a store closing, liquidation or similar sale in competition with the Sale at any store trading under the D.I.Y. Home Warehouse name within the advertising area of any of the Stores without the prior written approval of Agent.
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Non-Complete. During the term of the Agreement and for a period of one year after termination of this Agreement, unless authorized in writing, neither FCIC nor its subsidiaries shall directly or indirectly solicit, or assist any affiliate of FCIC in soliciting, any Independent Agent of Nobel, that had previously executed a Flood Insurance Agreement or Excess Flood Insurance Agreement with FCIC, for the purpose of retaining the Independent Agent to write any type of FCIC's non-flood insurance product business. Notwithstanding, this section shall not apply to Nobel's Independent Agents that had, prior to the execution of this Agreement, executed a Standard Agency Agreement with FCIC.
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Non-Complete. Seller hereby agrees that for the five (5) year period beginning on the Closing Date (the "RESTRICTED Period"), he shall not engage in or own any interest in any business, including any existing Affiliate, that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in the Business, the GDC Business or any similar glass installation and repair business within the United States, including its territories and possessions (the "TERRITORY"), except pursuant to a Franchise Agreement with the Company or an Affiliate of the Buyer.
Sample 1

Related to Non-Complete

  • CONTRACT COMPLETE This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

  • Agreement Complete This Agreement contains all negotiations and agreements between the BCA and the Governmental Unit. No other understanding regarding this Agreement, whether written or oral, may be used to bind either party.

  • Complete Agreement This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

  • True and Complete Disclosure (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted Subsidiaries or any of their respective authorized representatives to the Administrative Agent, any Joint Lead Arranger, and/or any Lender on or before the Closing Date (including all such written information and data contained in (i) the Confidential Information Memorandum (as updated prior to the Closing Date and including all information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements and updates), it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and other forward-looking information) or other forward looking information and information of a general economic or general industry nature. (b) The projections (including financial estimates, forecasts, and other forward-looking information) contained in the information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material.

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • Complete Agreement; Construction This Agreement, including the Schedules hereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.

  • Representations Complete None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

  • Complete Agreement; Amendment This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements in regard thereto. This Agreement cannot be modified except by an agreement in writing signed by both parties and specifically referring to this Agreement.

  • Complete Release Executive agrees to release EDS from all claims or demands Executive may have against EDS, including, but not limited to, any claims related to Executive's employment with EDS or separation from that employment and any claims for attorney's fees and costs. This Agreement includes, without limitation, a release of any rights or claims Executive may have under the Age Discrimination in Employment Act, as amended, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Americans with Disabilities Act, as amended, which prohibits discrimination against individuals with disabilities; the Fair Labor Standards Act, as amended, which regulates matters regarding compensation; the Family and Medical Leave Act, as amended, which regulates matters regarding certain types of leaves; or any other federal, state or local laws or regulations that in any way relate to the employment of individuals and/or prohibit employment discrimination of any form. This Agreement also includes, without limitation, a release by Executive of any related or unrelated wrongful discharge claims, contractual claims, tort claims or any other actions. This Agreement covers both claims that Executive knows about and those he/she may not know about. Executive expressly waives any right to assert after signing this Agreement that any claim, demand, obligation, or cause of action has through ignorance, oversight, or for any other reason, been omitted from the scope of Subsection 5 of Section III of this Agreement. Executive further promises never to file a lawsuit, demand, action or otherwise assert any claims that are released in Subsection 5 of Section III of this Agreement (excluding a lawsuit filed by Executive solely for purposes of challenging the validity of the Age Discrimination in Employment Act waiver). This Agreement does not include a release of (i) Executive's right, if any, to benefits Executive may be entitled to under any EDS plan qualified under Section 401(a) of the Internal Revenue Code, including the EDS Retirement Plan and EDS 401(k) Plan, and COBRA benefits pursuant to Internal Revenue Code section 4980B, (ii) any rights or claims Executive may have under the Age Discrimination in Employment Act which arise after the date Executive signs this Agreement, (iii) any rights pursuant to this Agreement, (iv) Executive's right, if any, to benefits Executive may be entitled to under the EDS Executive Deferral Plan, (v) any rights pursuant to any indemnification agreements between Executive and EDS, or (vi) Executive's right, if any, to benefits Executive may be entitled to under any applicable directors and officers or other liability insurance policies.

  • Accurate and Complete Disclosure The information, reports, Financial Statements, exhibits and schedules furnished in writing by or on behalf of each Seller Party to Buyer in connection with the negotiation, preparation or delivery of this Agreement or performance hereof and the other Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of each Seller Party to Buyer in connection with this Agreement and the other Program Documents and the transactions contemplated hereby and thereby including without limitation, the information set forth in the related Mortgage Loan Schedule, will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact known to Seller, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Program Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Buyer for use in connection with the transactions contemplated hereby or thereby.

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