Non-Solicitation; Non-Competition; Non-Disparagement. You acknowledge that the services provided under this Agreement give you the opportunity to have special knowledge of the Forest City Group, its Confidential Information, and the capabilities of individuals employed by or affiliated with the Forest City Group. You further acknowledge that interference with those business or employment relationships of the Forest City Group would cause irreparable injury to the Forest City Group. Consequently, you agree to be subject to the following restrictive covenants:
Non-Solicitation; Non-Competition; Non-Disparagement. (a) Officer agrees that during the Term and for a period of twenty-four (24) months following the Termination Date (the “Restricted Period”), Officer will not, either directly or indirectly, separately or in association with others, (i) interfere with, impair, disrupt or damage the Company Group’s business or business relations, including by soliciting, encouraging or recruiting any of the Company Group’s employees, customers, program managers, or business relations or causing others to solicit or encourage any of the Company Group’s employees, customers, program managers, or business relations to discontinue their employment or service with, or discontinue or reduce their dealings with the Company Group, (ii) hire or engage (or attempt to hire or engage) any Company Group employee or service provider, or (iii) usurp any business opportunity presented to the Company Group or Officer during the Term.
Non-Solicitation; Non-Competition; Non-Disparagement. You acknowledge that the services provided under this Agreement give you the opportunity to have special knowledge of the Company, its Confidential Information, and the capabilities of individuals employed by or affiliated with the Company. You further acknowledge that interference with those business or employment relationships of the Company would cause irreparable injury to the Company. Consequently, you agree to be subject to the following restrictive covenants:
Non-Solicitation; Non-Competition; Non-Disparagement. (a) Seller agrees that, for a period commencing on the Closing Date and ending on the date that is two years after the Closing Date, Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly, or as a stockholder, partner, member, manager or other owner or participant in any Person, solicit, endeavor to entice away from or other encourage to leave any of Buyer or the Companies for employment, service or hire any of the individuals set forth on Section 5.12 of the Seller Disclosure Schedule, (such Persons, the “Covered Employees”); provided that this Section 5.12 shall not prohibit Seller and its Subsidiaries from (i) conducting a general solicitation or advertisement that is not specifically directed at such Covered Employees; (ii) soliciting for employment or hiring any individuals who have not been employed or engaged by any Company for a period of three months prior to the date such individuals were first solicited for employment; (iii) soliciting for employment or hiring any individuals whose employment or engagement with any Company is terminated by any Company after Closing; or (iv) responding to unsolicited inquiries regarding employment.
Non-Solicitation; Non-Competition; Non-Disparagement. Seller recognizes that Seller, Xxxxx Xxxxxxxx, a stockholder of Seller (“Xxxxxxxx”), Xxxxxxx Xxxxxxxx, a stockholder of Seller (“Raghavan”), Xxxx Xxxxxxx, a stockholder of Seller (“Xxxxxxx”) and Xxxxx Xxxxxxx, a stockholder of Seller (“Katsuri”) have had, and will have access to, and have developed, confidential business information, proprietary information, and trade secrets relating to the Business and operations of the Business. Seller acknowledges that such information is valuable to the Business, and that disclosure to, or use for the benefit of, any person or entity other than the Buyer would cause substantial damage to the Buyer. In recognition that the goodwill and business relationships described herein are assets of the Buyer and that loss of or damage to those relationships would destroy or diminish the value of the Acquired Assets, Seller agrees (and each of Xxxxxxxx and Raghavan will separately agree) as follows:
Non-Solicitation; Non-Competition; Non-Disparagement. 14.1 For a period of thirty-six (36) months following the Separation Date, Xx. Xxxxx shall not, directly or indirectly, through aid, assistance, or counsel, on his own behalf or on behalf of another person or entity, by any means issue or communicate any public statement that is critical or disparaging of any Released Party or its/their products or services; provided that the foregoing shall not apply to any truthful statements made in compliance with legal process or governmental inquiry.
Non-Solicitation; Non-Competition; Non-Disparagement. Seller recognizes that Seller, Xxxxx Xxxxxxxx, a member of the Seller (“Xxxxxxxx”) and Xxxxxxx Xxxxxxxx, a member of Seller (“Raghavan”) have had, and will have access to, and have developed, confidential business information, proprietary information, and trade secrets relating to the Business and operations of the Business. Seller acknowledges that such information is valuable to the Business, and that disclosure to, or use for the benefit of, any person or entity other than the Buyer would cause substantial damage to the Buyer. In recognition that the goodwill and business relationships described herein are assets of the Buyer and that loss of or damage to those relationships would destroy or diminish the value of the Acquired Assets, Seller agrees (and each of Xxxxxxxx and Xxxxxxxx will separately agree) as follows:
Non-Solicitation; Non-Competition; Non-Disparagement. As part of the inducement to Buyer to consummate the Contemplated Transactions and enter into this Agreement, each person listed on Schedule 6.13 and each Seller (each, a “Restricted Person”) is willing to agree to abide by the following restrictions:
Non-Solicitation; Non-Competition; Non-Disparagement. Executive acknowledges and agrees to comply with the non-solicitation, non-competition, post-termination EXHIBIT 10.1 cooperation and non-disparagement obligations contained in Section 11 of the Employment Agreement, except that any restricted period shall extend until December 31, 2024 or one-year after he is removed or resigns from all officer and director positions with the Company, whichever is later. Executive acknowledges and agrees with Section 11(e) of the Employment Agreement, which provides, among other things, that in the event of a breach or threatened breach of the post-termination restrictions in Section 11 of the Employment Agreement, the Company may seek to recover damages from the Executive. The Company’s executive officers and directors will not make any statements that are disparaging of Executive and the Company will not issue any public statements or filings that reference Executive without Executive’s prior review and approval, which shall not be unreasonably withheld or delayed, and shall not make any statements, private or public, that are disparaging of Executive. Executive specifically affirms that he has not and will not make any statements, verbal or written or via social media, that are defamatory or disparaging of the Company and its former or current affiliates, owners, officers, directors, employees, services, products, either directly or indirectly.
Non-Solicitation; Non-Competition; Non-Disparagement. (a) For a period of three (3) years from the Closing Date with respect to each Post-Transaction Employee (for the purposes of this Section 5.6(a), each a “Business Covered Person”), each of the Sellers agrees that neither such Seller nor any of his, her or its respective Affiliates will hire, employ or solicit for employment any Business Covered Person; provided that the Sellers and their respective Affiliates shall not be restricted from (i) employing or soliciting for employment any Business Covered Person (A) who has ceased to be employed or engaged by Buyer or Buyer Subsidiaries for a period of at least six (6) months without any prior solicitation prohibited hereunder or (B) whose employment or engagement was terminated by Buyer or Buyer Subsidiaries, or (ii) making general solicitations for employment (including by search firms) not specifically directed at Business Covered Persons.
