Common use of Noncompetition Covenants Clause in Contracts

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee’s employment with Company and for three months following the termination of Employee’s employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (v) below: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor or sales representative, in the personal security device industry or in the car wash services industry within the United States (the “Territory”); (ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliates, if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity which is, at the time of the contact, a customer of the Company or its affiliates for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company or its affiliates; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever; or (v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. For the purposes of this Agreement, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.

Appears in 2 contracts

Samples: Employment Agreement (Mace Security International Inc), Employment Contract (Mace Security International Inc)

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Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee’s 's employment with Company and for three months one year following the termination of Employee’s 's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (v) below:. (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultantconsultant or advisor, advisor or as a sales representative, in the personal security device industry waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting or disposing of municipal special waste, and recycling waste, in the car wash services industry each case within the United States (the “Territory, as defined in Paragraph 1(a); (ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliatesaffiliates within the Territory, if the employee serves the Company in a managerial capacity and if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity entity, which is, at the time of the contact, a customer of the Company or its affiliates within the Territory, for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company or its affiliateswithin the Territory; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if approved by the Board or if compelled to do so by a governmental agency, Court Order or subpoena; or (v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. For Notwithstanding the purposes of this Agreementabove, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention be deemed to prohibit Employee from acquiring as an investment not more than ten percent of the parties that such restrictions be enforced to capital stock of a competing business, the fullest extent stock of which the court deems reasonable, and the Agreement shall thereby be reformedis traded on a national securities exchange or over-the-counter. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.

Appears in 2 contracts

Samples: Employment Agreement (Eastern Environmental Services Inc), Employment Agreement (Eastern Environmental Services Inc)

Noncompetition Covenants. Each of the Principal Stakeholders agrees as follows: (a) Employee agrees that During the noncompetition covenants contained in this Paragraph 4 are a material period beginning on the Closing Date and substantial part of this Agreement. (b) Employee covenants that during Employee’s employment with Company and for three months following ending on the termination of Employee’s employment (regardless third anniversary of the reason for the termination) the Employee shall notClosing Date, except with GSI’s prior written consent, no Principal Stakeholder shall, directly or indirectly, without the prior express written consent of Companyin any capacity, do at any location worldwide, communicate with or solicit any Person who is or during such period becomes a customer, prospective customer, acquisition target or supplier of the things set forth Restricted Business of the GSI Group, in item (i) through (v) below:an effort to obtain any such Person as a customer, acquisition target or supplier of the Restricted Business of any Person that conducts all or part of the Restricted Business; (ib) engageDuring the period beginning on the Closing Date and ending on the third anniversary of the Closing Date, as except with GSI’s prior written consent, no Principal Stakeholder shall, directly or indirectly, in any capacity, at any location worldwide, communicate with or solicit any Person who is or during such period becomes an officeremployee, directorsalesman, shareholderagent or representative of, owneror a consultant to, partnerthe Restricted Business of the GSI Group with respect to the Restricted Business, joint venturer, agentin any manner that interferes or might interfere with such Person’s relationship with the GSI Group, or in a managerial capacity, whether an effort to obtain any such Person as an employee, independent contractorsalesman, consultantagent or representative of, advisor or sales representativea consultant to, in the personal security device industry Restricted Business of any Person that conducts all or in the car wash services industry within the United States (the “Territory”); (ii) call upon any person who is, at the time part of the contact, an employee Restricted Business; provided however that a general solicitation or communication of Company or its affiliates, if employment opportunities made to the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity which is, at the time of the contact, public shall not be deemed a customer of the Company or its affiliates for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company or its affiliates; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever; or (v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. For the purposes breach of this Agreement, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company.Covenant; (c) The Company will sustain significant losses During the period beginning on the Closing Date and damagesending on the fifth anniversary of the Closing Date, if Employee breaches the covenants in this Paragraph 4. There is except with GSI’s prior written consent, no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees thatPrincipal Stakeholder shall, directly or indirectly, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint any capacity for its own account or on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions behalf of any other covenant. If Person, at any court location worldwide, establish, own, manage, operate, finance or control, or participate in the establishment, ownership, management, operation, financing or control of, or be a director, officer, employee, salesman, agent or representative of, or be a consultant to, the Restricted Business of competent jurisdiction shall determine any Person that the scope, time conducts all or territorial restrictions set forth are unreasonable, then it is the intention any part of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedRestricted Business. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.

Appears in 1 contract

Samples: Merger Agreement (Gsi Commerce Inc)

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee’s 's employment with Company and for three months two years following the termination of Employee’s 's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (viv) below:. (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor or sales representative, in the personal security device industry or in the car wash services industry within the United States (the “Territory”); (ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliatesaffiliates within the Territory, if the employee serves the Company in a managerial capacity and if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iiiii) call upon any person or entity entity, which is, at the time of the contact, a customer of the Company or its affiliates within the Territory, for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company or its affiliateswithin the Territory; (iviii) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if approved by the Board or if compelled to do so by a governmental agency, Court Order or subpoena; or (viv) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. For Notwithstanding the purposes of this Agreementabove, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention be deemed to prohibit Employee from acquiring as an investment not more than ten percent of the parties that such restrictions be enforced to capital stock of a competing business, the fullest extent stock of which the court deems reasonable, and the Agreement shall thereby be reformedis traded on a national securities exchange or over-the-counter. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.

Appears in 1 contract

Samples: Employment Agreement (Eastern Environmental Services Inc)

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee’s employment with Company and for three months one year following the termination of Employee’s employment (regardless of the reason for the termination) ), the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (v) belowbelow : (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor or sales representative, in the personal security device industry or in the car wash services industry Business within the United States of America (the “Territory”), or promote or assist, financially or otherwise, any person, firm, partnership, corporation or other entity that engages in the Business within the Territory; (ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliates, if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity which is, at the time of the contact, a customer of the Company or its affiliates for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company or its affiliates; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever; or (v) promote, promote or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the things set forth in items (i) through (iv) above. For the purposes of this Agreement, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. Notwithstanding 4(b)(i) above, Employee is allowed to acquire and own for investment not more than five percent (5%) of the capital stock of a competing business, the stock of which is traded on a national securities exchange, electronic quotation system or over-the-counter. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) If Employee is employed as Chief Executive Officer of the Company through the end of the initial three year Term of this Agreement, and within sixty days after the end of the initial three year Term, the Employee is then discharged by the Company or Employee resigns as Chief Executive Officer of the Company, the Company shall pay Employee, in exchange for the obligation not to compete as set forth in this Paragraph 4, the sum of Three Hundred Seventy Five Thousand Dollars ($375,000), payable in twelve equal monthly installments. The twelve installment shall be payable on or before the last day of each month, commencing with the month of discharge or resignation. (e) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (ef) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, territorial restriction or time or territorial restrictions restriction set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (fg) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.

Appears in 1 contract

Samples: Employment Agreement (Mace Security International Inc)

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 3 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee’s 's employment with Company and for three months one year following the termination of Employee’s 's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) below. Employee covenants that during Employee's employment with Company and for two years following the termination of Employee's employment (regardless of the reason for the termination) the Employee shall not, directly, or indirectly, without the prior express written consent of Company, do any of the things set forth in items (ii) through (vvi) below:. (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor or advisor, or as a sales representative, in the personal security device industry or in liquid waste disposal industry, within seventy-five (75) miles of any Company business operation at the car wash services industry within the United States date of Employee's termination (the "Territory"); (ii) call upon any person who is, at that time, within the time of the contactTerritory, an employee of Company or its affiliatesaffiliates in a managerial capacity, if for the purpose and or with the intent of the contact is to entice enticing such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity entity, which is, at the time of the contactthat time, or which has been, within one year prior to that time, a customer of the Company company or its affiliates within the Territory, for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company within the Territory; (iv) call upon any prospective acquisition candidate located within the Territory, on his own behalf or on behalf of any competitor of Company or its affiliates, which candidate was known to Employee as an acquisition candidate of the Company's or Company's affiliates; (ivv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposedproposed , to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except to do so by a governmental agency, Court Order or subpoena; or (vvi) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. For Notwithstanding the purposes of this Agreementabove, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention be deemed to prohibit Employee from acquiring as an investment not more than two percent of the parties that such restrictions be enforced to capital stock of a competing business, the fullest extent stock of which the court deems reasonable, and the Agreement shall thereby be reformedis traded on a national securities exchange or over-the-counter. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.

Appears in 1 contract

Samples: Employment Agreement (Santi Group Inc /Ga)

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee’s 's employment with Company and for three months one year following the termination of Employee’s 's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) below. Employee covenants that during Employee's employment with Company and for two years following the termination of Employee's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in items (ii) through (vvi) below:. (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultantconsultant or advisor, advisor or as a sales representative, in the personal security device industry waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting or disposing of municipal special waste, and recycling waste, in the car wash services industry each case within the United States seventy- five (75) miles of any Company business operation (the "Territory"); (ii) call upon any person who is, at that time, within the time of the contactTerritory, an employee of Company or its affiliatesaffiliates in a managerial capacity, if for the purpose and or with the intent of the contact is to entice enticing such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity entity, which is, at the time of the contactthat time, or which has been, within one year prior to that time, a customer of the Company or its affiliates within the Territory, for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company within the Territory; (iv) call upon any prospective acquisition candidate located within the Territory, on his own behalf or on behalf of any competitor of Company or its affiliates, which candidate was known to Employee as an acquisition candidate of the Company or Company's affiliates; (ivv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if compelled to do so by a governmental agency, Court Order or subpoena; or (vvi) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. For Notwithstanding the purposes of this Agreementabove, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention be deemed to prohibit Employee from acquiring as an investment not more than two percent of the parties that such restrictions be enforced to capital stock of a competing business, the fullest extent stock of which the court deems reasonable, and the Agreement shall thereby be reformedis traded on a national securities exchange or over-the-counter. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.

Appears in 1 contract

Samples: Employment Agreement (Eastern Environmental Services Inc)

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee’s employment with Company and for three months following the termination of Employee’s employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (v) below: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor or sales representative, in the personal security device industry or in the car wash services industry within the United States (the Territory”); (ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliates, if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity which is, at the time of the contact, a customer of the Company or its affiliates for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company or its affiliates; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever; or; (v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. ; For the purposes of this Agreement, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.

Appears in 1 contract

Samples: Employment Contract (Mace Security International Inc)

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee’s 's employment with Company and for three months following the termination of Employee’s 's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (v) below: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor or sales representative, in the personal security device industry or in the car wash services industry within the United States (the “Territory”"xxx Xxxxxxxxx"); (ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliates, if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity which is, at the time of the contact, a customer of the Company or its affiliates for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company or its affiliates; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever; or; (v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. For the purposes of this Agreement, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.;

Appears in 1 contract

Samples: Employment Contract (Mace Security International Inc)

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee’s 's employment with Company and for three months following the termination of Employee’s 's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (v) below: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor or sales representative, in the personal security device industry waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting or disposing of municipal special waste, and recycling waste, in each case within fifty miles of the car wash services industry within any of the United States Company's operating businesses (the “Territory”"xxx Xxxxxxxxx"); (ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliates, if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity which is, at the time of the contact, a customer of the Company or its affiliates for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company or its affiliates; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever; or; (v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. For the purposes of this Agreement, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.;

Appears in 1 contract

Samples: Employment Agreement (Eastern Environmental Services Inc)

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee’s 's employment with Company and for three months one year following the termination of Employee’s 's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (v) below: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor or sales representative, in the personal security device industry waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting or disposing of municipal special waste, and recycling waste, in each case within fifty miles of the car wash services industry within any of the United States Company's operating businesses ("xxx Xxxxxxxxx"), except for the “Territory”)Permitted Businesses; (ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliates, if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; ; (iii) call upon any person or entity which is, at the time of the contact, a customer of the Company or its affiliates for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company or its affiliates; ; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever; or; (v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. For the purposes of this Agreement, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy except for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining ordersPermitted Businesses. (d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.

Appears in 1 contract

Samples: Employment Contract (Eastern Environmental Services Inc)

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Noncompetition Covenants. Each Stockholder agrees that, during the period commencing on the Closing Date and ending on the three (a3) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee’s employment with Company and for three months following the termination of Employee’s employment (regardless year anniversary of the reason for Closing Date (as to such Stockholder, (the termination) “Restrictive Period”)), except with the Employee Purchaser’s prior written consent, such Stockholder shall not, directly or indirectly, without the prior express written consent of Companyin any capacity, do at any of the things set forth in item (i) through (v) belowlocation worldwide: (ia) engagesolicit any Person who, as an officerwas, directoris or during such period becomes a customer, shareholderprospective customer, owneracquisition target, partnersupplier, joint ventureremployee, agentsalesman, agent or representative of, or a consultant to, the Company or Purchaser in connection with the Restricted Business, in any manner that interferes with such Person’s relationship with the Company or Purchaser in connection with the Restricted Business, or in an effort to obtain any such Person as a managerial capacitycustomer, whether as an CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. acquisition target, employee, independent contractorsupplier, consultantsalesman, advisor agent or sales representativerepresentative of, in or a consultant to, any other Person that conducts a business competitive with the personal security device industry or in Restricted Business (Company will reasonably respond to any inquiry from a Stockholder whether a Person meets the car wash services industry within the United States (the “Territory”requirements of this Section 5.3(a)); (iib) call upon market or sell, in any person who is, at the time manner other than in furtherance of the contact, an employee of Company or its affiliates, if the purpose business and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity which is, at the time of the contact, a customer interests of the Company or its affiliates for the purpose of soliciting or selling Purchaser, any of the items Software, technology, products or services which are the items that is competitive with any proprietary Software, technology, products or services offered by of the Company or its affiliates; (iv) disclose Purchaser in the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoeverRestricted Business; or (vc) promoteestablish, own, manage, operate, finance or control, or assistparticipate in the establishment, financially ownership, management, operation, financing or otherwisecontrol of, or be a director, officer, employee, salesman, agent or representative of, or be a consultant to, any personPerson that, firmto the Stockholder’s knowledge, partnership, corporation conducts a business competitive with all or other entity whatsoever to do any part of the aboveRestricted Business. For the purposes of this Agreement, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. This subsection (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of shall not restrict a breach by him Stockholder from owning less than five percent (5%) of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability outstanding stock of any specific covenant shall not affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedpublicly held company. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.

Appears in 1 contract

Samples: Stock Purchase Agreement (Reval Holdings Inc)

Noncompetition Covenants. Newco acknowledges that (ai) Employee agrees that it, on its own and through the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee’s employment with Company and for three months following its Subsidiaries and their respective officers, employees and other representatives, has specialized knowledge and experience in the termination operation of Employee’s employment television and radio broadcasting stations and non-shopper newspaper publishing businesses (regardless the "Restricted Business"), (ii) its reputation and contacts within the Restricted Business and those of the reason Company and its Subsidiaries are considered of great value to Parent and the Company, and (iii) if such knowledge, experience, reputation or contacts were used to compete with Parent and the 40 Surviving Corporation, serious harm to Parent and the Surviving Corporation could result. Thus, Newco agrees that, for a period of five (5) years after the termination) the Employee shall notClosing Date, neither it nor any of its Subsidiaries shall, directly or indirectly, without on its own behalf or in the prior express written consent service or on behalf of Company, do any of the things set forth in item (i) through (v) belowothers: (i1) engage, actively solicit for employment (including as an officerindependent contractor but excluding general solicitations of employment), director, shareholder, owner, partner, joint venturer, agent, interfere with or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor or sales representative, in the personal security device industry or in the car wash services industry within the United States (the “Territory”); (ii) call upon endeavor to entice away any person who isat any time on or after May ___, at the time of the contact1997, was an officer or employee of Company or its affiliates, if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity which is, at the time of the contact, a customer of the Company or its affiliates for the purpose of soliciting or selling any of the items or services which are the items or services offered by its Subsidiaries engaged on behalf of the Company in the TV/Newspaper Business and whom the Parent or its affiliatesthe Surviving Corporation employs effective upon the Closing; (iv2) disclose own, manage, operate, finance, join, control, participate or assist in the identity of ownership, management, operation, financing or control of, or be connected as a stockholder, partner, principal, agent, representative, consultant or otherwise with, any business or enterprise engaged in the customers of Company or its affiliates, whether Restricted Business in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoeverthe Restricted Area (a "Restricted Party"); or (v3) promoteuse or permit the Company's or Newco's name to be used in connection with any business or enterprise engaged in the Restricted Business in the Restricted Area; provided, however, that the provisions of this Section 1.1 shall not be construed to prohibit (i) the ownership by Newco or any Subsidiary of Newco, as a passive investor, of not more than 5% of any class of securities registered pursuant to the Exchange Act of any corporation which is engaged in the Restricted Business, or assistpassive investments in partnerships or joint ventures representing not more than 5% of any class of any equity interests therein or (ii) Newco or its Subsidiaries from having a Restricted Party as an investor in any business, financially other than a Restricted Business, in which Newco or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the aboveits Subsidiaries own an interest. For the purposes of this Agreementhereof, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under "Restricted Area" means the direct or indirect control of the Company. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) It is agreed geographic areas served by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on TV/Newspaper Business at the date of the execution of this Agreement and the future plans of Companyhereof. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.

Appears in 1 contract

Samples: Acquisition Agreement (Harte Hanks Communications Inc)

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee’s 's employment with Company and for three months following the termination of Employee’s 's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (v) below: : (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor or sales representative, in the personal security device industry or in the car wash services industry within the United States ("the Territory"); ; (ii) call upon any person who is, at the time of the xx xxx xxxx xx xxe contact, an employee of Company or its affiliates, if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; ; (iii) call upon any person or entity which is, at the time of the contact, a customer of the Company or its affiliates for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company or its affiliates; ; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever; or (v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. For the purposes of this Agreement, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.;

Appears in 1 contract

Samples: Employment Agreement (Mace Security International Inc)

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee’s employment with Company while Employee is serving as President and for three months following the termination of Employee’s employment (regardless of the reason for the termination) Chief Executive Officer, the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (v) below:. (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultantconsultant or advisor, advisor or as a sales representative, in the personal security device industry waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting or disposing of municipal special waste, and recycling waste, in the car wash services industry each case within the United States fifty (50) miles of any Company business operation (the "Territory"); (ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliatesaffiliates within the Territory, if the employee serves the Company in a managerial capacity and if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity entity, which is, at the time of the contact, a customer of the Company or its affiliates within the Territory, for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company or its affiliateswithin the Territory; (iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if approved by the Board or if compelled to do so by a governmental agency, Court Order or subpoena; or (v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. For Notwithstanding the purposes of this Agreementabove, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention be deemed to prohibit Employee from acquiring as an investment not more than twenty-five percent of the parties that such restrictions be enforced to capital stock of a competing business, the fullest extent stock of which the court deems reasonable, and the Agreement shall thereby be reformedis traded on a national securities exchange or over-the-counter. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.

Appears in 1 contract

Samples: Employment Agreement (Eastern Environmental Services Inc)

Noncompetition Covenants. Xxxxxxx covenants and agrees: (a) Employee agrees For a period of three (3) years commencing on the Closing Date (the “Restricted Period”), Xxxxxxx shall not, nor shall Xxxxxxx permit any of his Affiliates, directly or indirectly, (i) engage in or assist others in engaging in the Autocam Business; (ii) have an interest in any Person that engages directly or indirectly in the noncompetition covenants contained Autocam Business in this Paragraph 4 are any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee, or consultant; or (iii) intentionally interfere in any material and substantial part respect with the business relationships (whether formed before or after the date of this Agreement. (b) Employee covenants that during Employee’s employment with between the Company and for three months following the termination of Employee’s employment (regardless customers or suppliers of the reason for Company. Notwithstanding the termination) the Employee shall foregoing, Xxxxxxx may own, directly, or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Xxxxxxx is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, without own five percent (5%) or more of any class of securities of such Person. (b) During the prior express written consent of CompanyRestricted Period, do Xxxxxxx shall not permit any of the things set forth in item (i) through (v) below: (i) engageits Affiliates to, as an officerdirectly or indirectly, director, shareholder, owner, partner, joint venturer, agent, hire or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor or sales representative, in the personal security device industry or in the car wash services industry within the United States (the “Territory”); (ii) call upon solicit any person who is, at the time of the contact, an employee of Company or its affiliates, if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity which is, at the time of the contact, a customer of the Company or its affiliates for the purpose of soliciting encourage any such employee to leave such employment or selling hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 1 shall prevent Xxxxxxx or any of the items or services which are the items or services offered his Affiliates from hiring (i) any employee whose employment has been terminated by the Company before the Merger, (ii) any employee whose employment has been terminated by the Company after the Merger one-hundred eighty (180) days from the date of termination of employment; or its affiliates;(iii) Xxxxx Xxxxxxxxxx (a current employee of the Company) and any Xxxxxxx family member (including, without limitation, Xxxxx Xxxxxxx (wife) or Xxxx X. Xxxxxxx, XX (son) who are currently employed by the Company). (ivc) disclose During the identity Restricted Period, Xxxxxxx shall not permit any of his Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever; or (v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. For the purposes of this Agreement, the term “affiliates” shall mean one diverting their business or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of services from the Company. (cd) The Company will sustain significant losses and damagesDuring the Restricted Period, if Employee breaches the covenants in this Paragraph 4. There Xxxxxxx shall provide written notice as soon as reasonably possible (it being agreed that ninety (90) days prior written notice is no adequate monetary remedy for the immediate and irreparable damage that would be caused acceptable) before (i) Xxxxxxx or any of his Affiliates begin to Company by Employee’s breach of its non-competition covenants. Employee agrees that, engage in the event Company Business excluding the medical device business or (ii) Xxxxxxx or any of his Affiliates enter into a breach by him transaction to acquire the stock or substantially all of the foregoing covenants, such covenants may be enforced by assets of any Person that engages in the Company by, without limitation, injunctions and restraining orders. (d) It is agreed by Business excluding the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Companymedical device business. (e) Xxxxxxx acknowledges that the restrictions contained in this Section are reasonable and necessary to protect the legitimate interests of the Company. In the event that any covenant contained in this Section should ever be adjudicated to exceed the time, geographic, product, or service, or other limitations permitted by applicable law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. The covenants contained in this Paragraph 4 Section and each provision hereof are severable and separate, distinct covenants and the provisions. The invalidity or unenforceability of any specific such covenant or provision as written shall not affect invalidate or render unenforceable the remaining covenants or provisions of hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other covenant. If any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedjurisdiction. (f) The covenants If Xxxxxxx violates any of the provisions of this Section 1, the computation of the time period provided in this Paragraph 4 Section 1 shall be construed as independent tolled from the first date of any other provision of this Agreement and the existence of any claim or cause of action of Employee against breach until (i) the date judicial relief is obtained by the Company, (ii) the Company whether predicated on this Agreementstates in writing that it will seek no judicial relief for said violation, or otherwise, shall not constitute a defense (iii) Xxxxxxx provides satisfactory evidence to the enforcement by Company of that such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee breach has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favorbeen terminated.

Appears in 1 contract

Samples: Noncompetition and Nondisclosure Agreement (Nn Inc)

Noncompetition Covenants. (a) Employee agrees that During the noncompetition covenants contained in this Paragraph 4 are a material period beginning on the Closing Date and substantial part of this Agreement. ending on the third (b3rd) Employee covenants that during Employee’s employment with Company and for three months following the termination of Employee’s employment (regardless anniversary of the reason for Closing Date, except with WidePoint’s prior written consent, none of the termination) the Employee Major Shareholders shall, and AGS shall not, directly or indirectly, without in any capacity, at any location in the prior express written consent United States of CompanyAmerica, do any of throughout which jurisdiction AGS and the things set forth in item (i) through (v) belowMajor Shareholders hereby acknowledge that the AGS Business currently operates: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agentSolicit, or in a managerial capacity, whether participate as an employee, independent contractoragent, consultant, advisor owner, lender, securityholder, director, manager, partner, member or sales representativein any other individual or representative capacity in any business which solicits business from any Person that is or was a supplier or customer of the AGS Business or any portion thereof during the three-year period preceding the date of such solicitation, or from any successor in interest to any such Person, in any case for the personal security device industry purpose of securing business or in contracts related to the car wash services industry within the United States (the “Territory”);AGS Business or any portion thereof or which otherwise relate to a Competing Business. (ii) call upon Establish, own, manage, operate, finance or control, or participate in the establishment, ownership, management, operation, financing or control of, or be a director, officer, employee, salesman, agent or representative of, or be a consultant to, any person who isPerson that conducts a Competing Business; provided, at the time however, that nothing herein shall prevent AGS or any Major Shareholder from being a passive owner of not more than 1% of the contactoutstanding capital stock of any class of a corporation which is engaged in a Competing Business and which is publicly traded, an employee so long as neither AGS nor such Major Shareholder has any participation in the business of Company or its affiliates, if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates;corporation. (iii) call upon Disparage, denigrate or belittle in any person manner reasonably likely to be seen, overheard or entity which iscommunicated to any party outside of WidePoint any Intellectual Property, at the time technology, products or services of the contact, a customer of the Company Acquisition or its affiliates for the purpose of soliciting or selling any of the items its subsidiaries no matter when or services which are the items or services offered by the Company or its affiliates;how acquired. (iv) disclose Knowingly solicit or encourage or attempt to influence, or cause any third party to encourage or attempt to influence, any employee to leave the identity employment of the customers of Company Acquisition or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever; orWidePoint. (v) promote, Employ or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of otherwise retain the above. For the purposes of this Agreement, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability services of any specific covenant shall not affect Person who was employed or retained by AGS or any subsidiary, affiliate or predecessor of AGS to perform services for AGS or such subsidiary, affiliate or predecessor during the provisions of any other covenant. If any court of competent jurisdiction shall determine that eighteen (18) month period immediately preceding the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedClosing Date. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.

Appears in 1 contract

Samples: Asset Purchase Agreement (Widepoint Corp)

Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 3 are a material and substantial part of this Agreement. (b) Employee covenants that during Employee’s 's employment with Company and for three months one year following the termination of Employee’s 's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) below. Employee covenants that during Employee's employment with Company and for two years following the termination of Employee's employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in items (ii) through (vvi) below:. (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultantconsultant or advisor, advisor or as a sales representative, in the personal security device industry waste disposal industry, including, without limitation, waste hauling, waste disposal, land filling, handling demolition waste, handling special waste, collecting or disposing of municipal special waste, and recycling waste, in the car wash services industry each case within the United States seventy-five (75) miles of any Company business operation (the "Territory"); (ii) call upon any person who is, at that time, within the time of the contactTerritory, an employee of Company or its affiliatesaffiliates in a managerial capacity, if for the purpose and or with the intent of the contact is to entice enticing such employee away from or out of the employ of Company or its affiliates; (iii) call upon any person or entity entity, which is, at the time of the contactthat time, or which has been, within one year prior to that time, a customer of the Company or its affiliates within the Territory, for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company within the Territory; (iv) call upon any prospective acquisition candidate located within the Territory, on his own behalf or on behalf of any competitor of Company or its affiliates, which candidate was known to Employee as an acquisition candidate of the Company or Company's affiliates; (ivv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever, except if compelled to do so by a governmental agency, Court Order or subpoena; or (vvi) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. For Notwithstanding the purposes of this Agreementabove, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company. (c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders. (d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and business of Company on the date of the execution of this Agreement and the future plans of Company. (e) The covenants in this Paragraph 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention be deemed to prohibit Employee from acquiring as an investment not more than two percent of the parties that such restrictions be enforced to capital stock of a competing business, the fullest extent stock of which the court deems reasonable, and the Agreement shall thereby be reformedis traded on a national securities exchange or over-the-counter. (f) The covenants in this Paragraph 4 shall be construed as independent of any other provision of this Agreement and the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. It is specifically agreed that the duration of the noncompetition covenants stated above shall be computed by excluding from such computation all time during which Employee is in violation of any provision of this Paragraph 4 and all time during which there is pending in any court of competent jurisdiction any action (including any appeal from any judgment) brought by any person, whether or not a party to this Agreement, in which action Company seeks to enforce the agreements and covenants of Employee or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement. Provided that, no such exclusion shall include the period of time within which Employee has ceased violating this paragraph, whether or not as a result of being in compliance with Court injunction or doing so voluntarily, and whether or not any action is pending against Employee, and provided that no such exclusion shall include the time an action is pending, if the action is finally determined in Employee’s favor.

Appears in 1 contract

Samples: Employment Agreement (Eastern Environmental Services Inc)

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