RESTRICTIONS ON THE SELLERS Sample Clauses
RESTRICTIONS ON THE SELLERS. 8.1 The provisions of this Clause 8 are made with the intention of assuring to the Buyer and each of its Group Companies following Completion the full benefit and value of the goodwill, confidential information and connections of the Company and the Subsidiaries and as a constituent part of the agreement for the sale of the Shares. Accordingly each of the Sellers agrees that the restrictions contained in this Clause 8 are reasonable and necessary for the protection of the legitimate interests of the Buyer and that the restrictions do not work harshly on him or her.
8.2 Each of the Sellers covenants with the Buyer and each of its Group Companies following the Completion Date that for the period of three years following the Completion Date, save with the prior written consent of the Buyer, he or she will not directly or indirectly on his own behalf or on behalf of any other person:
8.2.1 in competition with the Company or any of the Subsidiaries deal with, seek employment or engagement with, or be employed or engaged by or be a director or consultant to, work on any account of, or be in any way interested in or connected with any business which competes with any business carried on by the Company or any of the Subsidiaries at Completion in which that Seller has at any time during the period of 12 months ending on the Completion Date been involved for the purpose of providing services the same as or similar to those he provided to the Company or any of the Subsidiaries, provided always that this Clause shall not prevent a Seller from carrying on the Permitted Business or being interested as a holder or beneficial owner solely for investment purposes of less than three per cent of any securities of any company whose securities are listed or quoted on any recognised investment exchange in Ireland, Israel, the United Kingdom or the United States;
8.2.2 deal with, seek employment or engagement with, be employed or engaged by, engage in business with or work on any account or business of any customer of the Company or any of the Subsidiaries for the purpose of providing that customer with services which are the same as or similar to any services which he was involved in providing to that customer at any time in the 12 months preceding the Completion Date, provided always that this Clause shall not prevent a Seller from carrying on the Permitted Business;
8.2.3 solicit business from any customer of the Company or any of the Subsidiaries for the purpose of providing...
RESTRICTIONS ON THE SELLERS. 11.1 In this clause, the following words and expressions shall have the following meanings:
RESTRICTIONS ON THE SELLERS. 10.1 Each of the Sellers severally covenants with the Buyer that he shall not:
(a) at any time during the period of 2 years beginning with the Completion Date, in any geographic areas in which the Business was carried on at the Completion Date, carry on or be employed, engaged or interested in any business which would be in competition with any part of the Business as the Business was carried on at the Completion Date; or
(b) at any time during the period of 2 years beginning with the Completion Date, deal with any person who is, at the Completion Date, or who has been at any time during the period of 12 months immediately preceding that date, a client or customer of either FRIXX xx respect of the Business or the Company; or
(c) at any time during the period of 2 years beginning with the Completion Date, canvass, solicit or otherwise seek the custom of any person who is, at the Completion Date, or who has been at any time during the period of 12 months immediately preceding that date, a client or customer of either FRIXX xx respect of the Business or the Company; or
(d) at any time during the period of 2 years beginning with the Completion Date:
(i) offer employment to, enter into a contract for the services of, or attempt to entice away from the Company, any individual who is at the time of the offer or attempt, and was at the Completion Date, employed or directly or indirectly engaged in an executive or managerial position in the Business; or
(ii) procure or facilitate the making of any such offer or attempt by any other person; or
(e) at any time after Completion, use in the course of any business:
RESTRICTIONS ON THE SELLERS. Without prejudice to the generality of Clause 5.1, each Seller shall, between the date of this Agreement and Completion, use all reasonable endeavours to procure, that each Group Company shall not, except to the extent expressly set forth in this Agreement to give effect to, and to comply with, this Agreement or any other agreement to which both the Company and the Purchaser is a party, without the prior written consent of the Purchaser such consent not to be unreasonably withheld or delayed, directly or indirectly:
5.2.1 incur or enter into any agreement or commitment involving any capital expenditure in excess of L250,000 singly or together with other capital expenditures exclusive of VAT, except as otherwise set out in the Disclosure Letter;
5.2.2 save as permitted under Clause 5.2.1, enter into or amend any contract not in the ordinary and usual course of business and which either: (i) is not capable of being terminated by the Group Companies in their sole discretion at any time with twelve months' notice or less without compensation, penalty or premium; or (ii) involves total expenditure in excess of L150,000, taken together with all other contracts so entered into or amended;
5.2.3 permit or cause any Leakage except Permitted Deductions which shall be repaid to the Company on Completion pursuant to Clause 3.1.8(i);
5.2.4 in relation to any Property:
(i) apply for any planning permission;
(ii) effect any change of use of such Property;
(iii) except as disclosed in the Disclosure Letter, terminate or serve any notice to terminate, surrender or accept any surrender of or waive the terms of any lease, tenancy or licence;
(iv) agree any new rent or fee payable under any lease, tenancy or licence, provided that no such consent shall be required in respect of any increase in rent payable in respect of any Property pursuant to a rent review in accordance with the terms of the existing lease or licence with any unconnected third party;
(v) enter into or vary any agreement, lease, tenancy, licence or other commitment; or
(vi) sell, convey, transfer, assign or charge any Property or grant any rights or easements over any Property or enter into any covenants affecting any Property or agree to do any of the foregoing;
5.2.5 (i) incur any borrowings or any other indebtedness or request the issue of any letter of credit in the aggregate in excess of L100,000 all of which shall be prepayable at any time without penalty or premium; (ii) prepay any indebtedness prior ...
RESTRICTIONS ON THE SELLERS. 11.1 The Warrantor undertakes to the Buyer that he or she shall not do any of the following in any capacity, whether on his own behalf, or on behalf of, or jointly with, any other person:
11.1.1 at any time during the period of 2 years from Completion (the Restricted Period) carry on, be concerned or assist in any way, a business which is or would be in competition with the Business as it was carried on at Completion; or
11.1.2 at any time during the Restricted Period, canvass, solicit or otherwise seek or accept the custom of any person who has been a client or customer of the Company at any time during the period of twelve months prior to Completion; or
11.1.3 at any time during the Restricted Period employ or engage, or offer to employ or engage, or solicit or otherwise entice or attempt to entice away from the Company, any person who is employed or engaged by the Company; or
11.1.4 at any time after Completion, use in the course of any business any trade or service mxxx, business or domain name, design or logo which, at Completion, was or had been used by the Company, or anything which is, in the reasonable opinion of the Buyer, capable of confusion with such words, mxxx, name, design or logo.
11.2 The covenants in clause 11.1 are intended for the benefit of, and shall be enforceable by, each of the Buyer and the Company and apply to actions carried out by the Warrantor in any capacity (including as shareholder, partner, director, principal, consultant, officer, employee, agent or otherwise) and whether directly or indirectly, on the Warrantor’s own behalf or on behalf of, or jointly with, any other person.
11.3 Nothing in clause 11.1 shall prevent the Warrantor from:
11.3.1 holding for investment purposes only:
11.3.1.1 units of any authorised unit trust; or
11.3.1.2 not more than 3% of any class of shares or securities of any company traded on a recognised investment exchange (within the meaning of FSMA); or
11.3.2 from providing handover or consultancy services to the Buyer and/or the Company following Completion.
11.4 Each undertaking in clause 11.1 is a separate undertaking of the Warrantor and shall be enforceable separately and independently by the Buyer. Each such undertaking is considered fair and reasonable by the parties in order to assure the Buyer the full benefit of the Business and goodwill of the Company. 12 Seller’s Protections
12.1 Provided that the Purchase Price shall not exceed £389,299.50, any increase in the Recurring Income whic...
RESTRICTIONS ON THE SELLERS. 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 12 months immediately preceding the Completion Date, in discussions with the Company with a view to becoming a client or customer of the Company. "Restricted Business"; any business that is or would be in competition with any part of the Business as it is being carried on at the Completion Date.
RESTRICTIONS ON THE SELLERS. 12.1 In this clause, the following words and expressions shall have the following meanings:
RESTRICTIONS ON THE SELLERS. Each of the Sellers covenants with the Buyer and each Group Company that, save with the prior written consent of the Buyer, he shall not:
(a) at any time during the period of three (3) years following the Completion Date in the Restricted Territories:
(i) carry on; or
(ii) be employed or engaged by, or be a director or consultant to; or
(iii) work on any account of; or
(iv) be in any way interested in or connected with,
RESTRICTIONS ON THE SELLERS. 8 8. WARRANTIES, UNDERTAKINGS AND INDEMNITIES................ 9 9.
RESTRICTIONS ON THE SELLERS. 7.1. Each of the Sellers severally covenants with and undertakes to the Buyer and to the Company that he shall not (whether alone or jointly with another and whether directly or indirectly) at any time during the Restricted Period:
7.1.1. carry on or be employed, engaged or interested economically or otherwise in any manner whatsoever in any business carried on in any part of the Prohibited Area which is in competition with any part or the whole of any business of the Company as carried on at the Completion Date or as envisaged in the Business Plan to be so carried on;
7.1.2. seek the custom of any Customer for the purpose of providing that Customer with Restricted Services;
7.1.3. deal with any Customer for the purpose of providing that Customer with Restricted Services;
7.1.4. seek the custom of any Potential Customer for the purpose of providing that Potential Customer with Restricted Services;
7.1.5. deal with any Potential Customer for the purpose of providing that Potential Customer with Restricted Services;
7.1.6. solicit or attempt to entice away from the Company or any member of the Buyer's Group, any Restricted Executive;
7.1.7. employ, offer to employ or enter into a contract for the services of any Restricted Executive;
7.1.8. procure or facilitate the doing of any of the things contemplated by sub clause 7.1.6 and/or sub-clause 7.1.7 by any other person; or
7.1.9. knowingly interfere or seek to interfere with the contractual or other trade relations between the Company and any of its suppliers.
7.2. Each of the Sellers severally covenants with and undertakes to the Buyer and to the Company that he shall not (whether alone or jointly with another and whether directly or indirectly):
7.2.1. at any time after Completion, use in the course of any business:
7.2.1.1. the words (or style) "4Front", save for 4Front Project Management International Limited (a non-trading company);
7.2.1.2. any trade or service xxxx, business or domain name, design or logo which, at Completion, was or had been used by the Company (or was, as envisaged in the Business Plan, envisaged to be used by the Company); or (iii) anything which is confusingly similar to such words, xxxx, name, design or logo;
7.2.2. subject to Clause 7.3, at any time after Completion use or divulge to any person any Confidential Information.