Common use of Noncompetition and Nonsolicitation Agreements Clause in Contracts

Noncompetition and Nonsolicitation Agreements. Seller acknowledges and agrees that (i) Purchaser would not have entered into this Agreement to purchase the Assets but for the following noncompetition and nonsolicitation covenants of Seller, (ii) this Section 4.2 is supported by good and sufficient consideration and (iii) Seller and its directors, officers and stockholders possess information concerning the Business and the Assets that would enable them to injure Purchaser and diminish the value of the investment by Purchaser in the Business and the Assets if Seller or its directors, officers or stockholders should engage in any business that is competitive with the business conducted by Purchaser or Parent. Therefore, Seller (on behalf of itself and its directors, officers and stockholders) hereby agrees to the following: (a) For a period of five (5) years after the Closing Date, Seller will not, directly or indirectly, engage in any business that provides the same or any substantially similar services or products as those included in the Business without the prior written consent of Purchaser, as specifically authorized or approved by its Board of Directors. (b) For a period of five (5) years after the Closing Date, Seller agrees not to, directly or indirectly, solicit for employment or employ any employee of Purchaser, Parent or their subsidiaries, or any person who was an employee of Purchaser, Parent or their subsidiaries within 12 months prior to such solicitation or employment, or induce or attempt to induce any employee of Purchaser, Parent or their subsidiaries to terminate such employee’s employment. (c) For purposes of this Section 4.2, the term “indirectly” means the performance of services or taking of any action by any business or entity in which Seller either owns or possesses more than a 5% interest in profits, losses or capital, or the right to direct or control such business or entity, or for which Seller acts as an agent or representative, or to which Seller provides consulting or advisory services, or any of the same by any person who is an officer or director of Seller.

Noncompetition and Nonsolicitation Agreements. Seller acknowledges and agrees Shareholder acknowledge and agree that (i) Purchaser would not have entered into this Agreement to purchase the Assets but for the following noncompetition and nonsolicitation covenants of SellerSeller and Shareholder, (ii) this Section 4.2 4.2. is supported by good and sufficient consideration consideration, and (iii) Seller and its directors, officers and stockholders they possess information concerning the Business and the Assets that would enable them to injure Purchaser and diminish the value of the investment by Purchaser in the Business and the Assets if Seller or its directors, officers or stockholders Shareholder should engage in any business that is competitive with the check-cashing and related business conducted by Purchaser or ParentPurchaser, in violation of the restrictions set forth herein. Therefore, Seller (on behalf of itself and its directors, officers and stockholders) Shareholder hereby agrees agree to the following: (a) For a period of five (5) years after the Closing Date, Seller will not, directly or indirectly, engage in any business that provides the same or any substantially similar services or products as those included in the Business without Without the prior written consent of Purchaser, as specifically authorized or approved by its Board board of Directorsdirectors, or except as otherwise provided in this Section 4.2., and so long as Purchaser (and/or any successor in interest, if any) is not in material default of any of its obligations pursuant to this Agreement for more than five (5) days after the service by Seller and/or Shareholder of notice on Purchaser that it is in material default of an obligation pursuant to this Agreement, and Purchaser fails to cure such default, Seller and Shareholder will not, directly or indirectly, engage in the check cashing and related business (as defined hereinafter), anywhere within a five (5) mile radius of any Location. Notwithstanding the above or anything to the contrary in this Agreement, other locations owned by Seller or Shareholder (or in which they have an interest) as of the Closing Date ("Seller's Existing Locations") are expressly excluded from this covenant and deemed not in violation of it; further, any of Seller's Existing locations can be relocated anywhere within the aforementioned one (1) mile radius if at the time of the Closing Date, such store is already within the aforementioned one (1) mile radius. (b) For a period of five (5) years after the Closing Date, Seller agrees and Shareholder agree not to, directly or indirectly, solicit for employment or employ any employee of Purchaser, Parent Purchaser or their its subsidiaries, or any person who was an employee of Purchaser, Parent Purchaser or their its subsidiaries within 12 twelve (12) months prior to such solicitation or employment, or induce or attempt to induce any employee of Purchaser, Parent Purchaser or their its subsidiaries to terminate such employee’s 's employment; this provision shall exclude Xxx Xxxxxxx, to whom Seller and/or Shareholder may solicit for employment. (c) The noncompetition agreement set forth in subsection (a) of this Section 4.2. shall terminate on the fifth (5th) anniversary of the Effective Date. The nonsolicitation agreement set forth in subsection (b) of this Section 4.2. shall terminate on the first (1st) anniversary of the Effective Date. (d) For purposes of this Section 4.2., the term “"indirectly” " means the performance of services or taking of any action by any business or entity in which Seller or Shareholder either owns or possesses more than a 5% ten percent (10%) interest in profits, losses or capital, or the right to direct or control such business or entityis a partner, or for which Seller and Shareholder acts as an officer, director, agent or representative, or to which Seller and Shareholder provides consulting or advisory services, or any of the same by any person who is an officer or director of Seller.

Noncompetition and Nonsolicitation Agreements. Seller acknowledges In return for any benefit payments under Paragraph 3 of this Agreement, Employee hereby agrees that, during the period commencing as of the Effective Date and agrees that ending as of the third anniversary of Employee's Termination Date, Employee will not (i) Purchaser would not have entered into this Agreement accept employment or render service to purchase the Assets but for the following noncompetition and nonsolicitation covenants of Seller, (ii) this Section 4.2 is supported by good and sufficient consideration and (iii) Seller and its directors, officers and stockholders possess information concerning the Business and the Assets that would enable them to injure Purchaser and diminish the value of the investment by Purchaser in the Business and the Assets if Seller or its directors, officers or stockholders should engage in any business person that is engaged in a business directly competitive with the business conducted then engaged in by Purchaser the Company or Parent. Thereforeany of its subsidiaries or affiliates; (ii) enter into or take part in or lend his name as principal, Seller director, officer, executive, independent contractor, partner or advisor, or accept employment for any purpose that would be competitive with the business of the Company or any of its affiliates (on behalf all of itself and its directors, officers and stockholdersthe foregoing activities are collectively referred to as the "Prohibited Activity"); or (iii) hereby agrees to the following: (a) For a period of five (5) years after the Closing Date, Seller will not, directly or indirectly, engage in any business that provides the same on behalf of Employee or any substantially similar services or products as those included in the Business without the prior written consent of Purchaser, as specifically authorized or approved by its Board of Directors. (b) For a period of five (5) years after the Closing Date, Seller agrees not to, directly or indirectlyother person, solicit for employment or employ any employee person who, at any time during the six-month period preceding the date of Purchaser, Parent or their subsidiaries, or any person who was an employee of Purchaser, Parent or their subsidiaries within 12 months prior to such solicitation or employment, or induce or attempt to induce any was an employee of Purchaserthe Company or any of its subsidiaries or affiliates. The foregoing notwithstanding, Parent or their subsidiaries to terminate such employee’s employment. (c) For purposes if Employee violates a provision of this Section 4.2Paragraph 3, all benefit payments under Paragraph 2 of this Agreement shall immediately cease. It shall not be considered a violation of this Agreement for Employee to be a passive investor in any enterprise that might be viewed as a competitor of the term “indirectly” means Company. Employee acknowledges, agrees and stipulates that: (i) the performance terms and provisions of services or taking of any action by any business or entity in which Seller either owns or possesses more than a 5% interest in profits, losses or capital, or the right to direct or control such business or entity, or for which Seller acts as this Agreement are reasonable and constitute an agent or representative, or otherwise enforceable agreement to which Seller provides consulting the terms and provisions of this paragraph are ancillary or advisory servicesa part of as contemplated by TEX. BUS. & COM. CODE ANN. Sections 15.50-15.52, or any of successor provisions; (ii) the same conxxxeration provided by any person who the Company under this Agreement is an officer not illusory; and (iii) the consideration given by the Company under this Agreement, gives rise to the Company's interest in restraining and prohibiting Employee from engaging in the Prohibited Activity as provided under this Paragraph 3, and Employee's covenant not to engage in the Prohibited Activity pursuant to this Paragraph 3 is designed to enforce Employee's consideration (or director of Sellerreturn promises).

Noncompetition and Nonsolicitation Agreements. Seller acknowledges In return for Severance Payments under this Agreement the Employee hereby agrees that, during the period commencing as of the Effective Date and agrees that ending as of the first anniversary of the Employee's Termination Date, the Employee will not (i) Purchaser would not have entered into this Agreement accept employment or render service to purchase any person that is engaged in a business directly competitive with the Assets but for business then engaged in by the following noncompetition and nonsolicitation covenants Company or any of Sellerits affiliates, (ii) this Section 4.2 is supported by good and sufficient consideration and (iii) Seller and its directorsenter into or take part in or lend his/her name as principal, officers and stockholders possess information concerning the Business and the Assets director, officer, executive, independent contractor, partner or advisor, or accept employment for any purpose that would enable them to injure Purchaser and diminish the value of the investment by Purchaser in the Business and the Assets if Seller or its directors, officers or stockholders should engage in any business that is be competitive with the business conducted by Purchaser of the Company or Parent. Therefore, Seller any of its affiliates (on behalf all of itself and its directors, officers and stockholdersthe foregoing activities are collectively referred to as the "Prohibited Activity") hereby agrees to the following: or (aiii) For a period of five (5) years after the Closing Date, Seller will not, directly or indirectly, engage in any business that provides on behalf of the same Employee or any substantially similar services or products as those included in the Business without the prior written consent of Purchaser, as specifically authorized or approved by its Board of Directors. (b) For a period of five (5) years after the Closing Date, Seller agrees not to, directly or indirectlyother person, solicit for employment or employ any employee person who, at any time during the six-month period preceding the date of Purchaser, Parent or their subsidiaries, or any person who was an employee of Purchaser, Parent or their subsidiaries within 12 months prior to such solicitation or employment, or induce or attempt to induce any was an employee of Purchaserthe Company or any of its affiliates. The foregoing notwithstanding, Parent or their subsidiaries to terminate such employee’s employment. (c) For purposes if the Employee violates a provision of this Section 4.25, all benefits under this Agreement shall immediately cease. It shall not be considered a violation of this Agreement for the Employee to be a passive investor in any enterprise that might be viewed as a competitor of the Company. It is further agreed that in the event of any breach of this Section 5, the term “indirectly” means Company shall also be entitled to terminate any Severance Benefits, including, but not limited to, the performance Severance Payments, provided to the Employee under this Agreement. The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of services or taking of any action by any business or entity in which Seller either owns or possesses more than a 5% interest in profits, losses or capital, or the right to direct or control such business or entity, or for which Seller acts as this Agreement are reasonable and constitute an agent or representative, or otherwise enforceable agreement to which Seller provides consulting the terms and provisions of this paragraph are ancillary or advisory servicesa part of as contemplated by TEX. BUS. & COM. CODE ANN. Sections 15.50-15.52, or any of successor provisions; (ii) the same cxxxideration provided by any person who the Company under this Agreement is an officer not illusory; and (iii) the consideration given by the Company under this Agreement, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity as provided under this Section 5, and the Employee's covenant not to engage in the Prohibited Activity pursuant to this Section 5 is designed to enforce the Employee's consideration (or director of Sellerreturn promises). If the Company initiates a judicial proceeding against the Employee to enforce this Section 5 and the Company does not prevail in whole or part, the Company shall pay the Employee's reasonable attorney's fees.