Common use of Noncompete Provisions Clause in Contracts

Noncompete Provisions. (a) The Sub-Adviser hereby agrees that, the Sub-Adviser will: (i) waive enforcement of any noncompete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage: (A) the portfolio manager of the Sub-Adviser who is primarily responsible for the day-to-day management of the Fund; and (B) any employee of the Sub-Adviser who works with such portfolio manager following the termination of the portfolio manager's employment relationship with the Sub-Adviser to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and (ii) will not become a party to any noncompete agreement or other agreement or arrangement that restricts, limits or otherwise interferes with the ability of the Adviser to employ or engage: (A) the portfolio manager of the Sub-Adviser who is primarily responsible for the day-to-day management of the Fund; and (B) any employee of the Sub-Adviser who continues to work with such portfolio manager following the termination of the portfolio manager's employment relationship with the Sub-Adviser to provide investment advisory or other services. For purposes of this Paragraph, "the portfolio manager of the Sub-Adviser who is primarily responsible for the day-to-day management of the Fund" shall mean the employee or employees of the Sub-Adviser who acts as the primary decision maker(s) with respect to the Fund's investment portfolio. (b) Notwithstanding any termination of this Agreement, the Sub-Adviser's obligations under this Paragraph 11 shall survive.

Noncompete Provisions. (a) The Sub-Adviser hereby agrees that, the Sub-Adviser will: (i) waive enforcement of any noncompete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage: (A) the portfolio manager of the Sub-Adviser who is primarily responsible for the day-to-day management of the Fund; and (B) any employee of the Sub-Adviser who works with such portfolio manager following the termination of the portfolio manager's employment relationship with the Sub-Adviser to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and (ii) will not become a party to any noncompete agreement or other agreement or arrangement that restricts, limits or otherwise interferes with the ability of the Adviser to employ or engage: (A) the portfolio manager of the Sub-Adviser who is primarily responsible for the day-to-day management of the Fund; and (B) any employee of the Sub-Adviser who continues to work with such portfolio manager following the termination of the portfolio manager's employment relationship with the Sub-Adviser to provide investment advisory or other services. For purposes of this Paragraphsection, "the portfolio manager of the Sub-Adviser who is primarily responsible for the day-to-day management of the Fund" shall mean the employee or employees of the Sub-Adviser who acts as the primary decision maker(s) with respect to the Fund's investment portfolio. (b) Notwithstanding any termination of this Agreement, the Sub-Adviser's obligations under this Paragraph Section 11 shall survive.