Noncompetition and Noninterference. As an inducement to Buyer to enter into the Purchase Agreement and as additional consideration for the consideration to be paid to Seller under the Purchase Agreement, Seller agrees that:
(a) For a period of twenty-four (24) months after the Closing of the purchase of the Assets of the Kendall Restaurant:
(i) Seller will not, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, or render services or advice or other aid to, or guarantee any obligation of, any Person engaged in or planning to become engaged in the operation of a restaurant business whose products or activities compete in whole or in part with the business in which the Assets were used prior to the Closing or may be used thereafter, within a ten (10) mile radius of the Kendall Restaurant location (the “Noncompetition Area”). Notwithstanding the foregoing, if Seller shall operate a Competing Restaurant Business at the time of Seller’s execution of this Agreement, Seller shall notify Buyer, and Seller shall cause such Competing Restaurant Business to be materially differentiated from the style of the Cadillac Ranch restaurants currently operated by Seller and Owners. Seller agrees that this covenant is reasonable with respect to its duration, geographical area and scope.
(ii) Seller agrees not to, directly or indirectly, (A) induce or attempt to induce any employee of Seller who becomes an employee of Buyer in connection with the purchase of the Assets to leave the employ of Buyer; (B) in any way interfere with the relationship between Buyer and any such employee of Buyer; or (C) employ or otherwise engage as an employee, independent contractor or otherwise any such employee of Buyer.
(iii) Seller agrees not to, directly or indirectly, cause, induce or attempt to cause or induce any supplier, licensee, licensor, franchisee, consultant, Person or other business relation of Buyer to cease doing business with Buyer, or in any way interfere with its relationship with Buyer;
(b) In the event of a breach by Seller of any covenant set forth in Subsection 4(a) of this Agreement, the term of such covenant will be extended by the period of the duration of such breach;
(c) Seller will not, at any time during or after the twenty-four month period, disparage Buyer, the Assets, the business formerly conducted by Seller, the business c...
Noncompetition and Noninterference. While employed with the Company or any of its affiliates and for a period of one year thereafter, the Employee, individually or collectively with any other person or entity, shall not:
(i) without the prior written consent of the Company (which may be withheld at the Company's sole discretion), directly or indirectly own an interest in, manage, operate, join, control, or participate in the ownership, operation or control of, or be connected as a director, officer, employee, partner, consultant or permit his name to be used in connection with the following businesses or organizations that rent or lease construction or construction-related equipment within the United States, Canada and Mexico (collectively "the Territory"): Caterpillar, United Rental, Sunbelt Rentals and its parent Ashtead Group plc, XXXX Rental, Hertz, Volvo, National Equipment Services and Xxxxx Xxxxx Works or, in the alternative, any business or organization not listed above that rents or leases construction or construction-related equipment that has gross revenues of $100 million or more, or has a total employee base of 500 employees or more or that has plans to enter into the construction-related equipment rental or leasing business in the Territory;
(ii) directly or indirectly call upon or solicit or divert or take away from the Company or any of its affiliates (including by divulging to any competitor or potential competitor of the Company) any person, firm, corporation, or other entity who is a customer of the Company or its affiliates and whom Executive had contact with through any of his employment with the Company; or
(iii) directly or indirectly solicit employment of any employee of the Company or any employee of any affiliate of the Company for employment with any entity that rents or leases construction or construction-related equipment in the Territory.
Noncompetition and Noninterference. During the term of Grantee’s employment with TriState Capital and for a period of 12 months thereafter, Grantee shall not, directly or indirectly, either individually or as a principal, agent, employee, employer, shareholder, member, partner, or in any individual or representative capacity whatsoever, for any reason: (i) solicit business from any person who was a customer of TriState Capital at any time during the term of Grantee’s employment with TriState Capital or was a potential customer of TriState Capital with whom Grantee had contact as part of Grantee’s position at TriState Capital; or (ii) induce, attempt to induce or assist others in inducing or attempting to induce any employee, agent, customer or supplier of TriState Capital or any other person associated or doing business with TriState Capital (or proposing to become associated or to do business with TriState Capital) at the time of termination to terminate his or its relationship with TriState Capital (or to refrain from becoming associated or doing business with TriState Capital) or in any other manner to interfere with the relationship between TriState Capital and any such person. This section shall survive the termination of Grantee’s employment with TriState Capital.
Noncompetition and Noninterference. As part of the consideration for the terms of Paragraph 2, to which Mx. Xxxxx acknowledges he is otherwise not entitled, and to assist in preserving the confidentiality of Confidential Information as defined below and goodwill of Paramount that Mx. Xxxxx was responsible for developing, Mx. Xxxxx shall not, without the prior written consent of Paramount, at any time during the period from the Effective Date until the date six (6) months after the Separation Date, directly or indirectly:
(a) engage, participate or assist in, either individually or as an owner, partner, employee, consultant, director, officer, trustee, or agent of any business that engages or attempts to engage in, directly or indirectly, the acquisition, development, construction, operation, management, or leasing of any commercial real estate property in any of Paramount’s Markets as of the Separation Date;
(b) intentionally interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between Paramount and any tenant, supplier, contractor or lender; or
(c) call upon, compete for, solicit, divert, or take away, or attempt to divert or take away any of the tenants of Paramount, either for himself or for any other business, operation, corporation, partnership, association, agency, or other person or entity. This Paragraph 3 shall not be interpreted to prevent Mx. Xxxxx from owning up to two percent of the outstanding stock of a public company engaged in any business described in Paragraph 3(a) acquiring, holding or exercising voting rights associated with Minority Interest Passive Investments. The following definitions apply to the terms used in this Paragraph 3:
Noncompetition and Noninterference. (a) In view of the unique ---------------------------------- and important services that Consultant has been retained to render to the Company, Consultant's knowledge of proprietary information relating to the business of the Company, and entities in which it owns, directly or indirectly, an equity interest ("Related Companies"), and similar knowledge regarding the Company and Related Companies that Consultant currently has and that it is expected that Consultant will obtain, and in consideration of the compensation to be received hereunder, Consultant agrees, subject to Paragraph 5(b), that during the Consulting Period, he will not without the consent of the Company Participate In (as hereinafter defined in this Paragraph 5(a)) any business that competes with the Company or any Related Company in any material respect in the subscription television, telephony and related business in the respective specific geographic areas in which the Company or such Related Company conducts business. For purposes of this Section 5, the term "Participate In" shall mean: "directly or indirectly, for his own benefit or for, with or through any other person, firm or corporation, own, manage, operate, control, or participate in the ownership, or control of, or be connected with as a director, officer, employee, partner." Notwithstanding the foregoing, Consultant shall not be deemed to Participate In a business merely because he owns not more than 5% of the outstanding common stock of a corporation, if, at the time of its acquisition by Consultant, such stock is listed on a national securities exchange, is reported on Nasdaq or is regularly traded in the over- the-counter market by a member of a national securities exchange. Consultant also agrees that until the earliest of (i) one year after the termination of this Agreement pursuant to Subparagraph 4(a)(ii)(B), and (ii) the expiration of the Consulting Period or earlier termination of this Agreement pursuant to Subparagraph 4(a)(i), he will not (i) Participate In any business or organization (a "Competitor") in a capacity that directly assists such Competitor in competing with the Company or any Related Company in any material respect in the subscription television, telephony and related businesses in the respective specific geographic areas where the Company or any Related Company conducted such businesses at the time this Agreement terminated, (ii) own a controlling interest in a business or organization that competes in a...
Noncompetition and Noninterference. While employed with the Company or any of its affiliates and for a period of one year thereafter, the Stockholder, individually or collectively with any other person or entity, shall not: (i) without the prior written consent of the Company (which may be withheld at the Company’s sole discretion), directly or indirectly own an interest in, manage, operate, join, control, or participate in the ownership, operation or control of, or be connected as a director, officer, employee, partner, consultant or permit his name to be used in connection with the following businesses or organizations that rent or lease construction or construction-related equipment within the United States, Canada and Mexico (collectively “the Territory”): Caterpillar, United Rental, Sunbelt
Noncompetition and Noninterference. Licensor agrees not to compete in the future against Licensee anywhere in the world in Licensee’s Field of Use with products that are the same or substantially similar in material characteristics (i.e., intended use, appearance, elongation or hardness) to the Silipos Products. Licensor’s obligation not to compete shall terminate at such time as Licensee no longer has an exclusive license from Licensor under any of the Non-Medicated Device Patents. Licensor agrees that Licensor shall refrain from any and all interference with Licensee and the conduct by Licensee of its business and shall not refer to Silipos in any communication with any trade organization or publication applicable to any Silipos Product or anyone doing business with Silipos, including without limitation a vendor, customer, or competitor of Silipos, where the effect of such reference is to disparage Silipos or any Silipos Product, provided, however, that nothing in this paragraph is intended to limit the pursuit by Licensor of any legal or equitable remedy available to Licensor as a result of the occurrence of any default by Licensee under this Agreement. If Licensor has any issue or concern (other than an imminent threat to
Noncompetition and Noninterference. (a) Consultant covenants and agrees that, during the term of this Agreement, Consultant shall not (except as required to carry out Consultant’s assigned duties with BNC): (i) engage in any aspect of the Restricted Business (as defined below) within the Prohibited Territory (as defined below); and/or (ii) as an employee, agent, partner, shareholder, member, investor, director, consultant or otherwise assist others to engage in the Restricted Business within the Prohibited Territory. Notwithstanding the preceding, owning the stock or options to acquire stock totaling less than one percent of the outstanding shares in a public company shall not by itself be considered engaging in, or assisting others to engage in, the “Restricted Business.” “Restricted Business” means the business of providing business banking, personal banking, loan, mortgage and wealth management services and products. “Prohibited Territory” means the areas within a twenty-five (25) mile radius of Chapel Hill, North Carolina.
Noncompetition and Noninterference. 18.1 For a period of three (3) years after the Closing Date, Seller's Sole Shareholders for themselves and their employees, affiliates and agents (collectively, "Restricted Parties"), except in affiliation with Buyer, or as approved by Buyer, and Buyer understands and agrees Cxxxxxx Xxx Xxxxxx shall continue in her position as General Manager of Rxxxxx Village, Negril, Jamaica, shall not engage, directly or indirectly, whether as owner, partner, employee, officer, director, joint venturer, consultant, or shareholder (except for the ownership of not more than 1% of the outstanding securities of a corporation whose securities are actively traded on a national securities exchange), nor lend assistance (financial or otherwise) or cooperation to anyone else, anywhere in the State of Florida, to an agreement with Buyer.
18.2 During the term of this Agreement and for a period of five (5) years after any termination of this Agreement, Restricted Parties shall not:
(a) purposefully interfere or attempt to interfere with any of the contracts (regardless of whether these contracts are in writing or verbal) or business relationships or advantages of Seller or the Business existing and in effect as of the Closing Date;
(b) solicit for employment, either directly or indirectly, for Restricted Parties or for another, any of the technical or professional employees employed by the Buyer at the Closing Date or at any time thereafter;
(c) purposefully interfere with the business relationship of or solicit the business or orders of a customer or supplier of the Seller existing as of the Closing Date; or
(d) use the Seller's internal business or operations data or information in a damaging or derogatory manner that would potentially hinder the Buyer's business.
18.3 In the event of any breach of the provisions of this Article 18, Buyer shall have any or all of the following remedies:
(a) to obtain an injunction from a court of competent jurisdiction to enjoin Restricted Parties' wrongful conduct;
(b) to recover damages from Restricted Parties;
(c) to set off damages against amounts Buyer may owe Seller; and
(d) to recover all of its expenses and costs, including attorneys' fees. DROP
Noncompetition and Noninterference. If the Executive’s employment is terminated during the TARP Period other than by reason of Cause (as defined in the Executive’s Employment Agreement, dated as of October 1, 2006), the Corporation hereby agrees to not enforce Sections 7.1 and 7.2 of the Employment Agreement, governing noncompetition and noninterference.
