Noncompete with Joint Venture Sample Clauses

Noncompete with Joint Venture. A. Unless otherwise agreed by the Governing Board pursuant to Section 3.6, neither the HMOW Entities nor the UWS Entities shall during the term of the Joint Venture, directly or indirectly offer or participate in the offering, except through the Joint Venture, of any HMO, PPO, POS or other managed care products, either insured or self-funded, which utilize a provider network, which has a location in HMOW's current service area of the Wisconsin counties listed in Section 3.5.A(i). Notwithstanding the foregoing, should UWS or Blue Cross develop a new joint venture with another partner in the Fox Valley Area, as described in Section 3.4, the Participants agree that the establishment of such joint venture shall not violate this Section 5.1. The Participants further agree that providers that have contracted with CPN or HMOW shall have a right of first refusal regarding any new PPO relationship established within the counties identified in Section 3.5.A(i)
Sample 1
AutoNDA by SimpleDocs
Noncompete with Joint Venture. A. Unless otherwise agreed by the Governing Board pursuant to Section 2.2, neither (i) the University Affiliated Entities, (ii) the entities or individuals executing or being bound to this Agreement pursuant to Section 4.1.G (.Section 4.1.G Entities.), nor (iii) the UWS Entities during the term of the Joint Venture, directly or indirectly offer or participate in the offering, except through the Joint Venture, of any HMO, PPO, POS or other managed care products, either insured or self-funded, which utilize a provider network, which has a location in U-Care's current service area of the following Wisconsin counties: Dane, Sauk, Columbia, Juneau, Marquette, Richland, Dodge, Iowa, Lafayette and Grant. The Parties and the 4.1.G Entities further agree that if the HMOW Closing occurs and the HMOW loins Venture Agreement has not been terminated, the Parties and the 4.1.G Entities shall not, during the term of the Joint Venture, directly or indirectly offer or participate in the offering, except through the Joint Venture, of any HMO, PPO, POS or other managed care products, either insured or self-funded, which utilize a provider network, which has a location in any of the following Wisconsin counties: Xxxxx, Columbia, Xxxxxxxx, Xxxx, Dodge, Grant, Green, Iowa, Juneau, Lafayette, Marquette, Monroe, Richland, Sauk and Xxxxxx.
Sample 1

Related to Noncompete with Joint Venture

  • No Joint Venture Nothing contained in this Agreement (i) shall constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

  • Formation of Joint Venture The Venturers have formed the Venture for the limited purposes and scope set forth below and hereby amend, restate and incorporate the terms of all prior agreements between them.

  • Subsidiaries and Joint Ventures Create, acquire or otherwise suffer to exist, or permit any Subsidiary of such Borrower to create, acquire or otherwise suffer to exist, any Subsidiary or joint venture arrangement not in existence as of the date hereof, except in connection with a Permitted Acquisition.

  • Subsidiaries; Joint Ventures Schedule 4.12 contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, with respect to each Subsidiary, (i) its state of incorporation, (ii) all jurisdictions (if any) in which it is qualified as a foreign corporation, foreign limited liability company or foreign limited partnership, as applicable, (iii) the number of shares of its Capital Stock outstanding, (iv) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary and (v) whether such Subsidiary is a Guarantor or an Unrestricted Subsidiary (and, if it is an Unrestricted Subsidiary, whether it is a Financial Services Subsidiary), and (b) each Joint Venture, including, with respect to each such Joint Venture, (i) its jurisdiction of organization, (ii) all other jurisdictions in which it is qualified as a foreign entity and (iii) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary. All the outstanding shares of Capital Stock of each Subsidiary of the Borrower are validly issued, fully paid and nonassessable, except as otherwise provided by state wage claim laws of general applicability. All of the outstanding shares of Capital Stock of each Subsidiary owned by the Borrower or another Subsidiary as specified in Schedule 4.12 are owned free and clear of all Liens, security interests, equity or other beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Subsidiary that is not a Guarantor, except Unrestricted Subsidiaries.

  • Indirect Competition Employee further agrees that, during the Term and the Non-Compete Period, he will not, directly or indirectly, assist or encourage any other person in carrying out, direct or indirectly, any activity that would be prohibited by the above provisions of this Section 6 if such activity were carried out by Employee, either directly or indirectly; and in particular Employee agrees that he will not, directly or indirectly, induce any employee of the Company to carry out, directly or indirectly, any such activity.

  • Partnerships and Joint Ventures No Loan Party shall become a general partner in any general or limited partnership or a joint venturer in any joint venture.

  • No Joint Venture or Partnership; No Third Party Beneficiaries (a) Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and Lender nor to grant Lender any interest in the Property other than that of mortgagee, beneficiary or lender.

  • Continuing Covenant Not to Compete or Interfere with Relationships Regardless of anything herein to the contrary, following a termination by the Bank or Executive pursuant to Section 10(e) or 10(f):

  • No Partnership or Joint Venture Neither the Trust, the Fund nor the Adviser are partners of or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on any of them.

  • Joint Venture Agreement The Borrower shall ensure that the Administrative Agent is provided in a timely manner with copies of any material notices or communications made by the participants of the LGJV, including notices of the Corporation Board, OpCo Board and Partner (as each such term is defined in the LGJV Agreement) meetings or decisions to be made (including at least 5 days prior notice of any decisions which fall within the scope of section 3.5 of the LGJV Agreement), and copies of all records or minutes of Corporation Board, OpCo Board and Partner meetings. The Borrower shall pay all Cash Calls (as defined in the LGJV Agreement), and any other amounts required to be paid under the LGJV Agreement as and when required.

Time is Money Join Law Insider Premium to draft better contracts faster.