Nonsolicitation and Nonacceptance Sample Clauses

Nonsolicitation and Nonacceptance. The Sellers agree that following the Closing Date as defined in the above-mentioned Asset Purchase Agreement between Masada and Alarm Data, they will not, directly or indirectly through affiliates, solicit nor accept (if the Accounts contact them) any business from any of the Accounts, including business for the purpose of providing electronic security, intercom, central vacuum, home automation, audio systems or related services (collectively, the "Services"). If contacted by the Accounts, the Sellers will inform them that the Seller can no longer provide the Services to the Accounts. The Sellers agree to do so in a polite manner, and to refer the Accounts to Masada with a positive recommendation.
Sample 1
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Nonsolicitation and Nonacceptance. The Sellers agree that following the Closing Date as defined in the Stock Purchase Agreement, they will not, directly or indirectly through affiliates, solicit nor accept (if the Accounts contact them) any business from any of the Accounts, including business for the purpose of providing electronic security, intercom, central vacuum, home automation, audio systems or related services (collectively, the "Services"); provided, however that Sellers will be allowed to (i) provide guard services to the Accounts, (ii) monitor the Accounts through Austin Central pursuant to the terms of a monitoring agreement entered into between Masada and Austin Central, (iii) monitor the Accounts which have been rejected in writing by Masada, and (iv) monitor the Accounts which terminate their relationship with the Company and enter into security monitoring agreements with business entities which have third party monitoring agreements with Austin Central; provided, however, that beginning with the expiration of the Holdback Period II (as defined in the Stock Purchase Agreement) and continuing as long as Sellers own a controlling interest in Austin Central, Sellers will cause Austin Central to provide Masada with a monthly report which lists the Accounts who were customers of the Company at the Closing (as defined in the Stock Purchase Agreement) and who are then monitored by Austin Central. If contacted by the Accounts, the Sellers will inform them that the Seller can no longer provide the Services to the Accounts and that the Company is now owned by Masada who operates a U.L. certified monitoring station in Birmingham, Alabama.
Sample 1
Nonsolicitation and Nonacceptance. If any Event of Default shall have occurred which results in the acceleration of the Loans and subsequent foreclosure of the Collateral by Agent, NewCo agrees not to, for a period of 7 years from the date of such acceleration and foreclosure, for itself, as an agent or on behalf of any person, association, partnership or corporation, either directly or indirectly, solicit or attempt to obtain business from, accept business from, or do business with or service or indirectly aid or assist anyone else in the solicitation or acceptance of business from, any of the customers or accounts included as part of the Collateral pursuant to the Credit Agreement for the purpose of providing electronic security services, retail or wholesale alarm monitoring services, inspection, access control, maintenance, or related services (collectively, the “Services”). This provision applies both to the customers and the residence or place of business occupied by such customers. In the event NewCo is contacted by such customers, it will inform such customers that it cannot provide the Services to such customers. In addition, NewCo agrees that it will never disparage the services, business or reputation of Agent, Lenders or the entities to whom the Collateral is assigned whether by making false or misleading statements to another person or otherwise.
Sample 1
Nonsolicitation and Nonacceptance. The Sellers agree that they will not, directly or indirectly through affiliates, solicit nor accept (if the Accounts contact them) any business from any of the Accounts, including business for the purpose of providing electronic security, intercom, central vacuum, home automation, audio systems or related services (collectively, the "Services"), during a period from the date hereof to a date which is the earlier of (i) substantial consummation of any confirmed plan of reorganization in the Bankruptcy Proceeding (as defined in the Asset Purchase Agreement), or (ii) three years following the date hereof, but in no event shall such period expire prior to six months following the date hereof. If contacted by the Accounts, the Sellers will inform them that the Sellers can no longer provide the Services to the Accounts. The Sellers agree to do so in a polite manner, and to refer the Accounts to Masada with a positive recommendation.
Sample 1
Nonsolicitation and Nonacceptance. If any Event of Default shall have occurred which results in the acceleration of any of the Loans by Agent, each Principal hereby agrees not to, for a period of five (5) years from the date of such acceleration, for themselves, as agent or employee, or on behalf of any person, association, partnership or corporation, either directly or indirectly, solicit or attempt to obtain business from, accept business from, do business with or service or indirectly aid or assist anyone else in the solicitation or acceptance of business from any of the then current customers or accounts of the Borrower included as part of the Collateral pursuant to the Credit Agreement (hereinafter, the "Customers") for the purpose of providing electronic security, monitoring of alarm security systems, guard, intercom, central vacuum, home automation, home theater, audio systems or related services or to provide financing for any of such activities or related contracts (collectively, the "Services"). This provision applies both to the Customers and the residence or place of business occupied by such Customers. In the event either Principal is contacted by such Customers, they will inform such Customers that they cannot provide Services to such Customer. Each Principal agrees to do so in a polite manner and to refer such Customers to Agent or its assignee with a positive recommendation. In addition, each Principal agrees that he will never disparage the services, business or reputation of Agent or its assignee by making false or misleading statements to another person. This Section 11, the parties' obligations hereunder and the period referred to in this Section 11.1, shall terminate upon the repayment in full of all of the Obligations. Notwithstanding the foregoing, each Principal is permitted to have up to an aggregate 3% passive ownership interest in a public company which solicits or accepts business from any of the customers or accounts included in the Collateral.
Sample 1
Nonsolicitation and Nonacceptance. Notwithstanding that Lafayette and Nortxxx xxxend on continuing in the business of providing security monitoring services, the Sellers agree that following the date of this Agreement for a period of two (2) years, they will not solicit nor accept (if the Accounts contact them) any business from any of the Accounts, including business for the purpose of providing electronic security, intercom, central vacuum, home automation, audio systems or related services (collectively, the "Services"). If contacted by the Accounts, the Sellers will inform them that the Seller can no longer provide the Services to the Accounts. 2 The Sellers agree to do so in a polite manner, and to refer the Accounts to Masada with a positive recommendation.
Sample 1

Related to Nonsolicitation and Nonacceptance

  • Nonsolicitation and Noncompetition 4.1 During the Employee’s employment with the Company, and for a period expiring eighteen (18) months after the termination of the Employee’s employment (the “Restrictive Period”), regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly:

  • NON-COMPETITION AND NONSOLICITATION Executive shall not, during the Employment Period and for a period of one (1) year thereafter, directly or indirectly:

  • Noncompetition and Nonsolicitation Executive acknowledges that in the course of his employment with Employer he will become familiar with the Company’s, Employer’s and their respective Subsidiaries’ trade secrets and with other confidential information concerning the Company, Employer and such Subsidiaries and that his services will be of special, unique and extraordinary value to the Company and Employer and such Subsidiaries. Therefore, Executive agrees that:

  • Noncompetition Nonsolicitation and Nondisparagement The Executive acknowledges and agrees with the Company that, during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company, which relationships constitute goodwill of the Company, and the Executive acknowledges and agrees that the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. The Executive accordingly covenants and agrees as follows:

  • Nonsolicitation During Executive’s Company Employment and for eighteen (18) months following the termination of such employment for any reason, Executive shall not, directly or indirectly, either by himself or by providing substantial assistance to others (i) solicit any employee of the Company to terminate employment with the Company, or (ii) employ or seek to employ, or cause or assist any other person, company, entity or business to employ or seek to employ, any individual who was an employee of Company as of Executive’s Date of Termination.

  • Noncompetition and Nonsolicitation Covenants In consideration for -------------------------------------------- the Company's entering into this Agreement and for the payment of any benefits hereunder, Officer hereby agrees that he or she will not, during the term of his or her employment pursuant to this Agreement and the Applicable Severance Period, if any, do any of the following without the prior written consent of the Chief Executive Officer:

  • Noncompetition and Non-solicitation (a) During Executive’s employment with the Company and for a period of 12 months after the termination of Executive’s employment with the Company for any reason or for no reason, Executive will not directly or indirectly, absent the Company’s prior written approval, render services of a business, professional or commercial nature to any other person or entity in the area of trace explosives detection or such other services or products provided by the Company at the time employment terminates in any geographical area where the Company does business at the time this covenant is in effect, whether such services are for compensation or otherwise, whether alone or in conjunction with others, as an employee, as a partner, or as a shareholder (other than as the holder of not more than 1% of the combined voting power of the outstanding stock of a public company), officer or director of any corporation or other business entity, or as a trustee, fiduciary or in any other similar representative capacity.

  • Noncompetition; Nonsolicitation (a) The Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company.

  • Non-Solicitation and Non-Competition Ancillary to the agreements to provide Executive with the Confidential Information as set forth above, and in order to aid in the enforcement of those agreements and as a condition of Executive’s employment hereunder, Executive agrees that, during the Term and for a period of two (2) years after the termination of Executive’s employment with the Company (or, in the event Executive is entitled to the payments and benefits described in Section 4.3(c) hereof, for a period of one (1) year after termination of Executive’s employment with the Company) (as applicable, the “Prohibited Period”), Executive will:

  • Non-Competition and Non-Solicitation In consideration of the salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period of one (1) year following the termination of the Employment for whatever reason:

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