PROTECTION OF GOODWILL Sample Clauses
PROTECTION OF GOODWILL. 10.1 The Seller undertakes to the Buyer (for itself and as trustee for each member of the Group) that it will procure that no member of the Seller’s Group will:
(a) for a period of five years from Completion carry on, or be a shareholder (directly or indirectly) in (except as the holder of not more than five per cent of any class of securities which are listed or dealt in on a recognised securities exchange), or be a consultant to, any business within the Sultanate of Oman competing with any of the businesses carried on by the Group at Completion;
(b) during the period of five years from Completion solicit the custom of any person in the Sultanate of Oman in respect of goods or services competitive with those supplied by the Group prior to Completion, such other person (or their agents) having been a client or customer of the Group in the Sultanate of Oman in respect of such goods or services during the period of six months prior to Completion;
(c) during the period of five years from Completion solicit the services of, or endeavour to entice away from the Group any director, employee or consultant of the Group (other than Xxxxx Xxxxx) who at Completion or at any time during the period of six months prior to Completion occupied a senior or managerial position in relation to the Company or any member of the Group and/or who was likely (in the opinion of the Company) to be:
(i) in possession of confidential information relating to; or
(ii) able to influence the customer connections of, any member of the Group (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the service of such company); nor
(d) use any trade or domain name (including the expressions “TOCO” and “The Oman Construction Company”) or logo or email address used by any member of the Group at any time during the two years immediately preceding the date of this agreement or any other name intended or likely to be confused with any such trade or domain name or e-mail address (excluding the name “Willbros” and any trade or domain name or logo including the name “Willbros”).
10.2 The Seller agrees that the undertakings contained in this clause 10 are reasonable and are entered into for the purpose of protecting the goodwill and confidential knowhow of the business of each member of the Group and that accordingly the benefit of the undertakings may be assigned by the Buyer and its successors in title without the consent of the Seller.
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PROTECTION OF GOODWILL. 7.1 Each of the Sellers and the CPG Guarantor undertakes to the Buyer and each member of the NVAX Group that save with the prior written consent of the Buyer, it will not and will procure that none of their respective Affiliates will, directly or indirectly during the Restricted Period:
7.1.1 solicit the services of, endeavour to entice away from the Company or employ (or see to solicit the services of, endeavour to entice away from the Company or employ) any officer, director, senior or managerial employee, consultant, service provider or supplier of the Company (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the service of the Company);
7.1.2 solicit business from any customer or client of the Company for the purpose of providing that customer or client with products and/or services which are the same as or similar to any product and/or services which is was involved in providing to that customer or client at any time in the 12 month preceding the date of this Deed;
7.1.3 interfere or seek to interfere with contractual or other trade relations between the Company and any of its customers, clients and/or suppliers; or
7.1.4 do or say anything which is harmful to the Company’s goodwill as subsisting at the date of this Deed at any time to any person who has dealt with the Company at any time during the 12 months prior to the date of this Deed.
7.2 Notwithstanding the provisions of Clause 7.1, the Buyer agrees and acknowledges that the Sellers and other members of the Seller’s Group are engaged in the business of the manufacture of vaccines and the Sellers and the other members of the Sellers’ Group shall not be prohibited from soliciting the services of, or otherwise contracting with, any suppliers, service providers and/or consultants who supply and/or provide services (as the case may be) to the Sellers’ Group in the ordinary course of the business of the Sellers’ Group without detriment to the Company.
7.3 Each of the Sellers and CPG Guarantor agrees (having taken independent legal advice) that the undertakings contained in Clause 7.1 are reasonable and necessary for the protection of the legitimate interests of the Buyer and the NVAX Group and that these restrictions do not work harshly on it.
7.4 Each of the undertakings contained in Clause 7.1 is a separate undertaking by each of the Sellers and the CPG Guarantor and shall be enforceable by the Buyer (on its own behalf and on beha...
PROTECTION OF GOODWILL. 12.1 During his employment the Executive is likely to acquire Confidential Information belonging to the Company and its Affiliates and establish personal knowledge and influence with Persons dealing with the Company and its Affiliates. In these circumstances, and in order to protect the proprietary information and goodwill of the Company and the Affiliates, the Executive undertakes that he will be bound by the following restrictions.
12.2 The Executive shall not, without the prior written consent of the Board, for a period of 6 months after the termination for whatever reason of his employment under this agreement:
(a) be engaged or interested in any capacity (whether as a director, shareholder, principal, partner, consultant, employee, independent contractor or otherwise) in any business whose activities directly compete with the business activities of the Company or with any Affiliate in Hong Kong or in their other places of business at the time of such termination;
(b) either on his own behalf or on behalf of any other Person and whether directly or indirectly:
(i) canvass, solicit or approach or cause to be canvassed or solicited or approached for orders for any services or goods supplied by the Company or any Affiliate, any Person who to the Executive's knowledge at the date of the termination of the Executive's employment was a client or customer of the Company or any Affiliate;
(ii) solicit or entice or try to solicit or entice away or employ or try to employ any employee from the Company or any Affiliate with whom the Executive had contact at any time during the last year of his employment; or
(iii) interfere or seek to interfere with the continued supply to the Company or any Affiliate (or the terms relating to such supplies) of any goods or services from or otherwise deal with any suppliers who to the Executive's knowledge supplied goods or services to the Company or any Affiliate at any time during the last year of his employment.
12.3 Whilst each of the restrictions in this Clause are considered by the parties to be reasonable in all the circumstances and are necessary to protect the legitimate interests of the Company and its Affiliates, it is agreed and declared that if any one or more of such restrictions shall be judged to be void as going beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company or any Affiliate but would be valid if words were deleted from it or the period of it reduc...
PROTECTION OF GOODWILL. You acknowledge that the Company is providing you with this Option in connection with and in consideration for your promises and covenants contained herein. Specifically, in consideration for the Option, which you acknowledge provides a material incentive for you to grow, develop and protect the goodwill and confidential and proprietary information of the Company, you agree that the Option (itself and in combination with any other awards made to you) constitutes independent and sufficient consideration for all non-competition, non-solicitation and confidentiality covenants between you and the Company, and agree and acknowledge that you will fully abide by each of such covenants. You further acknowledge that your promise to fully abide by each of the protective covenants referenced above is a material inducement for the Company to provide you with the Option.
PROTECTION OF GOODWILL. You acknowledge that the Company is providing you with this Restricted Stock Award in connection with and in consideration for your promises and covenants contained herein. Specifically, in consideration for the Restricted Stock Award, which you acknowledge provides a material incentive for you to grow, develop and protect the goodwill and confidential and proprietary information of the Company, you agree that the Restricted Stock Award (itself and in combination with any other awards made to you) constitutes independent and sufficient consideration for all non-competition, non-solicitation and confidentiality covenants between you and the Company, and agree and acknowledge that you will fully abide by each of such covenants. You further acknowledge that your promise to fully abide by each of the protective covenants referenced above is a material inducement for the Company to provide you with the Restricted Stock Award.
PROTECTION OF GOODWILL. The Executive acknowledges that in the course of carrying out, performing, and fulfilling his responsibilities to the Employer, the Executive will be given access to and be entrusted with Confidential Information relating to the Employer's business. The Executive recognizes that (i) the goodwill of the Employer depends upon, among other things, its keeping the Confidential Information confidential and that unauthorized disclosure of the Confidential Information would irreparably damage the Employer; and (ii) disclosure of any Confidential Information to competitors of the Employer or to the general public would be highly detrimental to the Employer. The Executive further acknowledges that in the course of performing his obligations to the Employer he will be a representative of the Employer to many clients or other persons and, in some instances, the Employer's primary contact with such clients or other persons, and as such will be responsible for maintaining or enhancing the business and/or goodwill of the Employer with those clients or other persons.
PROTECTION OF GOODWILL. Employee acknowledges that in the course of carrying out, performing, and fulfilling his responsibilities to Employer, Employee has and will have access to and be entrusted with Confidential Information relating to Employer's Business and Clients (hereinafter defined). Employee recognizes that (i) the goodwill of Employer depends upon, among other things, its keeping the Confidential Information confidential and that unauthorized disclosure of the Confidential Information would irreparably damage Employer, and (ii) disclosure of any Confidential Information to competitors of Employer or to the general public would be highly detrimental to Employer. Employee further acknowledges that in the course of performing his obligations to Employer, he will be a representative of Employer to many of Employer's Clients and in some instances Employer's primary contact with the Client, and as such will be responsible for maintaining or enhancing the business and goodwill of Employer with those Clients.
PROTECTION OF GOODWILL. Each Licensee at all times shall use its best efforts to act and operate in a manner consistent with good business ethics, and in a manner that will reflect favorably on the Licensed Uses and on the goodwill and reputation of Licensor and the Marks. Each Licensee’s best efforts shall include at a bare minimum, but are not limited to, the prompt performance of all of its obligations under this Agreement. Each Licensee at all times shall refrain from engaging in any illegal, unethical, unfair or deceptive practices, whether with respect to the Licensed Uses or otherwise. Licensor may immediately terminate this Agreement if either Licensee does anything which in Licensor’s opinion may tarnish or diminish the goodwill associated with the Marks and/or the goodwill or reputation of Licensor.
PROTECTION OF GOODWILL. You acknowledge that the Company is providing you with the Performance Units in connection with and in consideration for your promises and covenants contained herein. Specifically, in consideration for the Performance Units, which you acknowledge provide a material incentive for you to grow, develop and protect the goodwill and confidential and proprietary information of the Company, you agree that the Performance Units (themselves and in combination with any other awards made to you) constitute independent and sufficient consideration for all non-competition, non-solicitation and confidentiality covenants between you and the Company, and agree and acknowledge that you will fully abide by each of such covenants. You further acknowledge that your promise to fully abide by each of the protective covenants referenced above is a material inducement for the Company to provide you with the Performance Units.
PROTECTION OF GOODWILL. 13.1 In order to assure to the Purchaser the full benefit of the business and goodwill of the Company, each Covenantor severally undertakes on his own behalf that (save as may be bona fide in fulfilling his duties as an employee of the Company or any other Group Company thereafter) he shall not directly or indirectly (whether as principal, shareholder, partner, employees, agent or otherwise), whether on his own account or in conjunction with or on behalf of any other person, do any of the following things:
(a) during the Restricted Period carry on or be engaged, concerned or interested in (except as the holder of shares in a company whose shares are listed on a recognised investment exchange or overseas investment exchange (as such terms are defined in sections 285 and 313 of the Financial Services and Markets Act 2000) which confer not more than one per cent. of the votes which could normally be cast at a general meeting of that company) any business which competes with any part of the Restricted Business within the Territory; or
(b) during the Restricted Period canvass or solicit or seek to entice away the custom of any Client or Prospective Client or Lloyds TSB Bank plc or IBM for the purposes of providing Restricted Business within the Territory; or
(c) during the Restricted Period accept orders for the provision of Restricted Business within the Territory in respect of any Client or Prospective Client or Lloyds TSB Bank plc or IBM provided that a Covenantor shall not hereby be prevented from providing services purely of a consultative nature; or
(d) during the Restricted Period endeavour to entice away from any Group Company or encourage to terminate his employment with any Group Company (whether or not such termination would be a breach of his contract of employment) any Senior Employee; or
(e) during the Restricted Period employ or otherwise engage any Senior Employee; or
(f) save as required by law at any time do or say anything likely or calculated to lead any person to withdraw from or cease to continue offering to any Group Company any rights (whether of purchase, sale, import, distribution, agency or otherwise) then enjoyed by it or in any other way to cease to do business or reduce the amount of business it transacts with any Group Company;
(g) save in the circumstances referred to in sub-clause 14.11(b) (Confidentiality), disclose to any other person any information which is secret or confidential to the business or affairs of the Group or us...