Noncompetition; Confidentiality. Subject to the Closing, and as an inducement to Purchaser to execute this Agreement and complete the transactions contemplated hereby, and in order to preserve the goodwill associated with the business of the Companies and Subsidiaries being acquired pursuant to this Agreement, each Seller hereby covenants and agrees as follows:
Noncompetition; Confidentiality. (a) The Executive agrees that during his employment with the Company, and for the a one year period thereafter (and, as to clauses (iii) and (iv) of this Section 4(a), at any time thereafter) he will not, directly or indirectly, do or suffer any of the following:
(i) Own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated (collectively, "Employed") as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the business of the Company or any of its affiliates (as conducted on the date the Executive ceases to be employed by the Company in any capacity, including as a consultant) (a "Prohibited Business") in the United States of America or any of the foreign countries in which the Company or any of its affiliates is doing business (a "Competing Business") for so long as this Section 4(a)(i) shall remain in effect, nor solicit any person or business that was at the time of the Executive's termination of employment, or within one year prior thereto, a customer or supplier of the Company or any of its affiliates; provided, however, that, notwithstanding the foregoing, the Executive shall not be deemed to be Employed by a Competing Business if the Board or a committee of the Board determines that the Executive has established by clear and convincing evidence all of the following: (A) such entity (including its affiliates in aggregate) does not derive Material Revenues (as defined below) from the aggregate of all Prohibited Businesses, (B) such entity (including its affiliates in aggregate) is not a Competitor (as defined below) of the Company and its affiliates and (C) Executive has no direct responsibility for or otherwise with respect to any Prohibited Business; for purposes of this clause (i), Material Revenues shall mean that 5% or more of the revenues of the entity (including its affiliates in aggregate) are derived from the aggregate of all Prohibited Businesses; an entity shall be deemed a Competitor of the Company and its affiliates if the combined gross receipts of the entity (including its affiliates in aggregate) from any Prohibited Business is more than 25% of the gross receipts of the Company and its affiliates in such Prohibited Business; and an "affiliate" of an ent...
Noncompetition; Confidentiality. (a) The Employee agrees that from the commencement of the Employment Period until the date that is two years after the date of termination of employment (and, as to clause (ii) of this Section 7, at any time thereafter) Employee will not, directly or indirectly, do or suffer any of the following:
Noncompetition; Confidentiality. Subject to the Closing, and as an inducement to Buyer to execute this Agreement and complete this transactions contemplated hereby, and in order to preserve the goodwill associated with the business of Company being acquired pursuant to this Agreement, Seller covenants and agrees as follows:
Noncompetition; Confidentiality. (a) In order to induce Purchaser to enter into this Agreement, each of Parent and Seller expressly covenants and agrees that for a period of three (3) years from and after the Closing Date, neither Seller, Parent, nor any of Parent's Subsidiaries (for so long as they remain Subsidiaries) will directly or indirectly, without the prior express written consent of Purchaser, (i) own, manage, operate, join, control, consult with or participate in or be connected with any business, individual, partnership, firm, corporation or other entity which is engaged in the Business, wholly or partly, in Canada, Mexi-co, the United States, Europe or Asia, (ii) disturb or attempt to disturb any business relationship between any third party and Purchaser or any of its Affiliates in connection with the Business, or (iii) solicit, hire or encourage any officer or employee employed by the Business to leave the employ or retention of the Business. Nothing in Section 5.1(a)(i) or (ii) above shall limit, prohibit or restrict the operation of the respective businesses of the present Subsidiaries of Meridian Sports Incorporated set forth on Schedule 5.1 hereto in substantially the same manner as such businesses are operated on the date hereof, provided, however, that neither Parent, Seller nor any of Parent's Subsidiaries will engage in the manufacture or marketing of water skis, wake boards and knee boards and related towable water sports products and accessories (except for the manufacture or marketing of any accessory with the "MasterCraft" logo).
(b) Except to the extent expressly required by Law, Parent and Seller shall, and shall cause their Affiliates to, keep secret and confidential indefinitely all non-public information concerning Purchaser, the Business, the Intellectual Property and the Purchased Assets and not disclose the same, either directly or indirectly, to any other Person, or use the same in any way.
(c) Parent and Seller expressly agree that the remedies at law for any breach of the provisions of this Section 5.1 would be inadequate and that, in addition to any other remedies that Purchaser may 39 have, Purchaser shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages or posting bond. To the extent that any part of this Section 5.1 may be invalid, illegal or unenforceable for any reason, it is intended that such part shall be enforceable to the extent that a court of competent jurisdiction shall determine th...
Noncompetition; Confidentiality. Subject to the Closing, and as an inducement to MIOA to execute this Agreement and complete the transactions contemplated hereby, and in order to preserve the goodwill associated with the business of the Company being acquired pursuant to this Agreement, and in addition to and not in limitation of any covenants contained in any agreement executed and delivered herewith, each Shareholder hereby covenants and agrees as follows:
Noncompetition; Confidentiality. Consultant hereby acknowledges and agrees that (i) Triangle has made a significant investment in the development of its business in the geographic area identified below as the "Relevant Market" and that Triangle, has a valuable economic interest in banking business in the Relevant Market which it is entitled to protect; (ii) in the course of his service as an officer of UFSB he has gained, and in the course of his services pursuant to this Agreement he will gain, substantial knowledge of and familiarity with Triangle's and UFSB's banking customers and their dealings with them, and other information concerning Triangle's banking business and UFSB's banking business, all of which constitutes valuable assets and privileged information that is particularly sensitive due to the fiduciary responsibilities inherent in the banking business; and (iii) in order to protect Triangle's interest in its banking business, it is reasonable and necessary to place certain restrictions on Consultant's ability to compete against Triangle and on his disclosure of information about Triangle's customers. For that purpose, and in consideration of Triangle's agreements contained herein, Consultant covenants and agrees as provided below.
Noncompetition; Confidentiality. The Executive hereby acknowledges that he has agreed, on the terms and conditions set forth in the Purchase Agreement, not to compete with the Company for a period of five (5) years from the date hereof, and not to disclose proprietary or other confidential information of the Company, and that his agreement set forth in Article IV, hereof, and the Confidentiality Agreement are in addition to, and not by way of limitation to, his agreements in the Purchase Agreement.
Noncompetition; Confidentiality. Fountain and Employee acknowledge that during the course of Employee's employment with Fountain, Employee shall be given access to and shall develop names, contacts at, and addresses of, the dealers, customers, and prospective customers for the purposes of furthering Fountain's Business, and that Employee will be responsible for and will participate in the development of Fountain's Business (whether through the conception, invention, or development of any Inventions; through planning, marketing, customer and prospective customer relations, construction, distribution, sales, servicing, or management; or otherwise). Fountain and Employee also acknowledge that Fountain will spend considerable amounts of time, effort, and corporate resources in providing Employee with knowledge relating to Fountain's Business, including but not limited to patents, proposed patents, copyrights, trade secrets, inventions, proprietary information, designs, specifications, blueprints, project notes, finances, dealers, customers, customer lists, customer information (including, without limitation, requirements and preferences) prospective customers, plans, concepts, ideas, methods, analyses, marketing investigations, strategies, proposals, surveys, and research, in whatever form, (collectively, the "Information"), which Information Fountain has a right to regard as confidential and to protect from disclosure. To protect Fountain from Employee's use or exploitation of such Information, and to provide reasonable assurance to Fountain that it safely may provide Employee with information relating to the dealers, customers, and prospective customers and with other information relating to Fountain's Business, Employee covenants and agrees as follows:
Noncompetition; Confidentiality. Nothing in this Section 11 shall affect the rights of the parties under Sections 4 and 7 above.
