Post-Termination Covenant Sample Clauses

Post-Termination Covenant. Following the termination of Employee’s employment for any reason, he agrees to cooperate, at the expense of DCM, with D&C, DCM and any of their respective Affiliates with respect to any litigation, administrative proceedings or investigation relating to the activities of D&C, DCM or any of their respective Affiliates during the period of his employment with DCM including being available for depositions and to be a witness at any trial or proceedings, help in preparation of any legal documentation and providing affidavits and any advice or support that D&C, DCM or any Affiliate thereof may request of Employee in connection with such litigation, proceeding or investigation.
Sample 1
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Post-Termination Covenant. 12.1 In the event this Agreement or the Purchase Agreement is terminated, then until the later to occur of (i) May 27, 2019 and (ii) the expiration of the Standstill Period (as defined below), neither Assignee, nor any member, partner, officer, director or manager of Assignee, nor any affiliate of Assignee, shall directly or indirectly, in one or more transactions, (A) merge, consolidate or agree to enter into such other business combination or affiliation with Seller (or enter into one or more agreements to do same) solely with respect to the Facilities, (B) purchase or acquire any substantial portion of the Facility Assets relating to the Facilities (or enter into one or more agreements to do same) from Seller, or (C) enter into a management, administrative or consulting services or similar agreement with Seller providing for the control, operation, management or administration of the Facilities. As used herein, “
Sample 1
Post-Termination Covenant. Following the termination of Employee’s employment for any reason, Employee agrees to cooperate, at the expense of Deerfield, with D&C, Deerfield and any of their respective Affiliates with respect to any litigation, administrative proceedings or investigation relating to the activities of D&C, Deerfield or any of their respective Affiliates during the period of Employee’s employment with Deerfield including, without limitation, being available for depositions and to be a witness at any trial or proceedings,
Sample 1
Post-Termination Covenant. Associate hereby covenants and agrees that, for a period of three years, commencing on the effective date of termination or expiration of the Franchise Agreement or Master License Agreement or on the date on which Associate ceases his or her association with Company or Company's franchisee or Master Franchisee, whichever is later, neither Associate, nor a member of his or her immediate family, shall have any direct or indirect interest as a disclosed or beneficial owner, investor, partner, director, officer, employee, consultant, representative or agent or in any other capacity, in a Competitive Business located or operating within the Master Franchise Area of the Master Franchisee, unless authorized under another franchise agreement with Company. Notwithstanding the foregoing, this restriction shall not apply to the ownership of shares of a class of securities listed on a stock exchange or traded on the over-the-counter market that represent five percent or less of the number of shares of that class of securities issued and outstanding. Associate expressly acknowledges that he or she possesses skills and abilities of a general nature and has other opportunities for exploiting such skills. Consequently, enforcement of this covenant will not deprive Associate of his or her personal goodwill or ability to earn a living. This covenant not to compete is intended to be a reasonable restriction on Associate. For purposes of interpreting this covenant not to compete, every month of time and mile of distance shall be considered severable. In the event a court of competent jurisdiction interprets either the spatial or temporal limitations of this Agreement to be overly broad, then the court shall adjust the offending limitation, either by months of time or miles of distance, so as to fashion a reasonably enforceable covenant.
Sample 1
Post-Termination Covenant. Following the termination of Employee’s employment for any reason, Employee agrees to cooperate, at the expense of Deerfield, with D&C, Deerfield and any of their respective Affiliates with respect to any litigation, administrative proceedings or investigation relating to the activities of D&C, Deerfield or any of their respective Affiliates during the period of Employee’s employment with Deerfield including, without limitation, being available for depositions and to be a witness at any trial or proceedings, help in preparation of any legal documentation and providing affidavits and any advice or support that D&C, Deerfield or any Affiliate thereof may request of Employee in connection with such litigation, proceeding or investigation.
Sample 1
Post-Termination Covenant. Following a termination of this Agreement by either Party pursuant to this Section 12, the Parties shall cooperate on a plan to provide for the orderly transition of the various components of the System to their respective owners, including the Equipment, the Sites and the Facilities. The Parties will invite the Site Owners to participate in the transition planning.
Sample 1

Related to Post-Termination Covenant

  • Post Termination Covenants The Employee acknowledges and agrees that the Proprietary Products are the exclusive and valuable property of the Company and may not be used by the Employee for any purpose of any kind, directly or indirectly, except during the term of this Agreement for the sole and exclusive benefit of the Company in his capacity as an employee of the Company and that the success of the Company depends on the Employee’s observance of his covenants in this Section 9.

  • Post-Termination Period Because of the difficulty of establishing when any idea, process or invention is first conceived or developed by the Employee, or whether it results from access to Confidential Information or the Company’s equipment, facilities, and data, the Employee agrees that any idea, invention, research, plan for products or services, marketing plan, computer software (including, without limitation, source code), computer program, original work of authorship, character, know-how, trade secret, information, data, developments, discoveries, technology, algorithm, design, patent or copyright, or any improvement, rights, or claims relating to the foregoing, shall be presumed to be an Invention if it is conceived, developed, used, sold, exploited or reduced to practice by the Employee or with the aid of the Employee within one (1) year after termination of employment. The Employee can rebut the above presumption if he proves the idea, process or invention (i) was first conceived or developed after termination of employment, (ii) was conceived or developed entirely on the Employee’s own time without using the Company’s equipment, supplies, facilities, personnel or Confidential Information, and (iii) did not result from or is not derived directly or indirectly, from any work performed by the Employee for the Company or from work performed by another employee of the Company to which the Employee had access.

  • Post-Employment Covenants (a) Executive hereby reaffirms and agrees to abide by all confidentiality and nondisclosure obligations, nonsolicitation obligations, noncompetition obligations and any other post-employment obligations to which Executive is subject under any contract or agreement between Executive and the Company as well as the Illinois Trade Secrets Act, any other Illinois statute and Illinois common law.

  • Non-Competition Covenant Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.

  • Post Termination After the Employee has terminated their employment with the Employer, the Employee shall be bound to Section XII of this Agreement for a period of ☐ Months ☐ Years (“Confidentiality Term”). If the Confidentiality Term is beyond any limit set by local, State, or Federal laws, then the Confidentiality Term shall be the maximum allowed legal time-frame.

  • Noncompetition Covenant (a) The Executive acknowledges and agrees that he will receive significant and substantial benefits from his employment with the Company under this Agreement, including the remuneration, compensation and other consideration inuring to his benefit hereunder, as well as introductions to, personal experience with, training in and knowledge of the Company and its Affiliates, the industries in which they engage, and third parties with whom they conduct business. Accordingly, in consideration of the foregoing, and to induce the Company to employ and continue to employ the Executive hereunder and provide such benefits to the Executive (in each case subject to the terms and conditions of this Agreement and the applicable employment policies of the Company and its Affiliates), the Executive agrees that he will not during the period beginning on the Commencement Date and ending twelve (12) months after the effective date of the termination of the Executive’s employment with the Company and its Affiliates (the “Non-Competition Period”) for any reason:

  • Post-Termination Benefits If the Executive's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive's normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason.

  • Covenant Termination If at any time (a) the rating assigned to the Notes by S&P and Xxxxx’x is an Investment Grade Rating, (b) no Event of Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to the matters specified in clauses (a) and (b) of this sentence as of the date of such certificate, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Section 3.09, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.17, Section 4.18, Section 4.20, and Section 5.01(a)(iv). However, the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture.

  • Non-Competition Covenants a. The provisions of this subparagraph a. shall apply both during normal working hours and at all other times including, but not limited to, nights, weekends and vacation time, while Optionee is employed by the Company or any Subsidiary. Optionee shall not directly or indirectly (i) engage in any employment, business, or activity that is competitive with the business of the Company or any Subsidiary, (ii) assist any other person or organization in competing with, or in preparing to engage in competition with, the business of the Company or any Subsidiary. Direct competition shall include, but not be limited to, the design, development, production, promotion or sale of products, software, or services competitive with those of the Company or any Subsidiary. In addition, Optionee shall not directly or indirectly (i) engage in any employment, business, or activity that is competitive with either (A) the proposed business of the Subsidiary that employs Optionee (“Employing Subsidiary”) or (B) any proposed business of any of the Company’s other Subsidiaries (the “Non-Employing Subsidiaries”) of which Optionee has actual knowledge, or (ii) assist any other person or organization in competing with, or in preparing to engage in competition with, either (A) the proposed business of the Employing Subsidiary or (B) any proposed business of any Non-Employing Subsidiary of which Optionee has actual knowledge.

  • Noncompetition Covenants (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement.

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