Restrictions on the Seller. 11.1 In this clause, the following words and expressions shall have the following meanings: Prospective Customer: a person who is at Completion, or who has been at any time during the period of 6 months immediately preceding the Completion Date, in discussions with the Company with a view to becoming a client or customer of the Company.
Restrictions on the Seller. In order to confer upon the Buyer the full benefit of the business and goodwill of the Group, the Seller undertakes to the Buyer and each member of the Buyer’s Group that it shall not and shall procure that no member of the Seller’s Group under the control, directly or indirectly, of Xxxx Capital Investors, LLC shall at any time during the period of two years beginning with the Completion Date, offer employment to, enter into a contract for the services of or attempt to entice away from any of the Group Companies any Key Employee (except, in each case, a person who responds to a general public advertisement or recruiting campaign that is not targeted to such Key Employee specifically or to employees of the Group generally) or procure or facilitate the making of any such attempt by any other person.
Restrictions on the Seller. Without prejudice to the generality of Clause 5.1, except as may be expressly provided or contemplated in this Agreement or with the prior written consent of the Buyer (which consent shall not be unreasonably withheld), the Seller shall not between the date of this Agreement and Closing with respect to the Business or the Purchased Assets:
5.2.1 incur or enter into any agreement or commitment involving any capital expenditure in excess of US$25,000;
5.2.2 enter into or amend any contract or commitment in respect of the Business: (i) which is not capable of being terminated without compensation at any time with one months’ notice or less; or (ii) which is not in the ordinary and usual course of business and on arms’ length terms or (iii) which involves or may involve total revenue or total expenditure in excess of US$25,000;
5.2.3 enter into any leasing, hire purchase or other agreement or arrangement for payment on deferred terms otherwise than in the ordinary course of business;
5.2.4 incur any indebtedness otherwise than in the ordinary and usual course of business;
5.2.5 save as required by law, make any amendment to the terms and conditions of employment or engagement (including, without limitation, remuneration, pension entitlements and other benefits) of any employee, consultants or interns employed by the Seller under the Business, provide or agree to provide any gratuitous payment or benefit to any such person or any of their dependants, or dismiss or terminate (except with good cause) the employment of any employee or engage or appoint any additional employee for the Business;
5.2.6 acquire or agree to acquire or sell, transfer, lease, assign or dispose any Purchased Assets or agree to sell, transfer, lease, assign or dispose of any Purchased Assets or enter into or amend any material contract or arrangement in respect of the Purchased Assets;
5.2.7 sell, convey, lease, assign or otherwise transfer or dispose of any interest in any amounts receivable except in the ordinary course of business;
5.2.8 delay making payment to any trade creditors of the Business generally beyond the date on which payment of the relevant trade debt should be paid in accordance with credit periods authorised by the relevant creditors (or (if different) the period extended prior to the date of this Agreement by creditors in which to make payment);
5.2.9 amend, to any material extent, any of the terms on which goods, facilities or services are supplied, such supplies being...
Restrictions on the Seller. 9.1 The Seller covenants with the Buyer that it shall not at any time during the period of 3 years beginning with the Completion Date, in the United Kingdom, carry on or be employed, engaged or interested in any business which would be in competition with any part of the Copier Business carried on at the Completion Date by the Company
9.2 The covenants in this clause 9 are intended for the benefit of the Buyer and the Company and apply to actions carried out by the Seller in any capacity and whether directly or indirectly, on the Seller’s own behalf, on behalf of any other person or jointly with any other person
9.3 Nothing in this clause 9 prevents the Seller from holding for investment purposes only:
9.3.1 any units of any authorised unit trust; or
9.3.2 not more than 5% of any class of shares or securities of any company traded on any internationally recognized stock exchange
9.4 Each of the covenants in this clause 9 is a separate undertaking by the Seller and shall be enforceable by the Buyer separately and independently of its right to enforce any one or more of the other covenants contained in this clause 9.
Restrictions on the Seller. 6.1 Except with the Purchaser’s prior written consent, the Seller shall not, and the Seller shall procure to the extent that it is legally able that none of its Affiliates will (whether alone or jointly with another and whether directly or indirectly), carry on or be engaged or interested economically or otherwise in any manner whatsoever in any Competing Business, for a period starting from the Closing Date and ending on the third anniversary of the date on which he/she ceases to be a shareholder or employee of the Company (whichever occurs later).
6.2 Except with the Purchaser’s prior written consent, the Seller shall not, and shall procure that each of its Affiliates will not, for a period starting from the Closing Date and ending on the third anniversary of the date on which he/she ceases to be a shareholder or employee of the Company (whichever occurs later), directly or indirectly, solicit or endeavor to entice away from the Company any person, firm or company who or which is or has been a customer, supplier, agent, trader, distributor or client of or in the habit of dealing with the Company.
6.3 The Seller shall not, and the Seller shall procure that none of its Affiliates will, within a period starting from the Closing Date and ending on the third anniversary of the date on which he/she ceases to be a shareholder or employee of the Company (whichever occurs later), directly or indirectly, solicit or endeavor to entice away from the Company, offer employment to or employ, or offer or conclude any contract for services with, any person who is employed by the Company in skilled or managerial work.
6.4 Except so far as may be required by law and in the circumstances only after prior consultation with the Purchaser, the Seller shall not, and the Seller shall jointly and severally procure that none of its Affiliates will, at any time disclose to any person or use to the detriment of the Company any trade secret or other Confidential Information which it holds in relation to the Business or the Company or its affairs.
6.5 The Seller acknowledges and agrees that each of clauses 6.1, 6.2, 6.3 and 6.4 above constitutes an entirely separate and independent restriction and that the extent and application of each restriction are no greater than is reasonable and necessary for the protection of the interests of the Purchaser, but that, if any such restriction shall be adjudged by any court or authority of competent jurisdiction to be void or unenforceable but wo...
Restrictions on the Seller.
13.1 In this clause, the following words and expressions shall have the following meanings: DocuSign Envelope ID: 7A64C679-377F-458A-B7C0-50276FFA55AB
Restrictions on the Seller. 14.1.1 The Seller undertakes with the Purchaser to procure that no member of the Seller’s Group or its Affiliates shall, during the Restricted Period:
(a) undertake any Restricted Activity; or
(b) induce or seek to induce any Restricted Employee to become employed whether as employee, consultant or otherwise by any member of the Seller’s Group, whether or not such Restricted Employee would thereby commit a breach of his contract of service, provided that the placing of an advertisement of a post available to a member of the public generally and the recruitment of a person through an employment agency shall not constitute a breach of this Clause 14 (Restrictions) provided that no member of the Seller’s Group encourages or advises such agency to approach any Restricted Employee.
Restrictions on the Seller. 11.1 In this Clause, the following words and expressions shall have the following meanings:
Restrictions on the Seller. 12.1 Neither the Seller, nor any member of its Group, directly or indirectly, whether itself, or by its employees or agents and whether on its own behalf or on behalf of any other person, firm or company or otherwise for a period of two years after the Completion Date, in the geographic areas in which the Company is or was active in the 12 months before Completion Date (and save where another member of the Company’s Group has prior to the Completion Date itself been active in such geographic area), carry on, be engaged or interested in, any business which would be in competition with any part of the business of the Company as carried on during that time.
Restrictions on the Seller. 12.1 The Seller undertakes to the Purchaser that it shall not, and shall procure that no member of the Seller’s Group shall, in each case, directly or indirectly and during the Restricted Period:
(A) carry on, be engaged in or be economically interested in any business which operates in the Restricted Territory and which is the same as, or materially similar to, the business of the Xxxxx Group as is carried on as at the date of this Agreement and which is or is reasonably likely to be in competition with the business of the Xxxxx Group as is carried on as at the date of this Agreement;
(B) in competition with the business of the Xxxxx Group as is carried on as at the date of this Agreement, canvass or solicit the custom of any person, firm or company who or which has within two years prior to the date of this Agreement been a regular customer of the Xxxxx Group in relation to the business of the Xxxxx Group in the Restricted Territory as is carried on as at the date of this Agreement; or
(C) solicit or entice away from the employment with the Purchaser’s Group any present Restricted Employee to become employed whether as employee, consultant or otherwise by any member of the Seller’s Group, whether or not such Restricted Employee would thereby commit a breach of his or her contract of employment or contract of service with a member of the Xxxxx Group.