Restrictive Covenants and Miscellaneous Provisions Sample Clauses

Restrictive Covenants and Miscellaneous Provisions. (a) Executive shall not disclose any of the trade secrets or other confidential or restricted information of CPT, CDI or any of the Released Parties and shall not make use of such trade secrets or confidential or restricted information in any fashion at any time, including in any future employment, work, task or business. (b) Executive shall comply at all times after the Effective Date of this Agreement with all provisions of Section 9 of the Employment Agreement (including but not limited to Section 9(c), as amended and restated as set forth below), regardless of the nature of his separation, which provisions include covenants concerning the non-disclosure of confidential information, return of documents, and a prohibition on the inducement or employment of employees, agents, or consultants of the Company. Executive acknowledges and agrees that Section 9 of the Employment Agreement (including but not limited to Section 9(c), as amended and restated as set forth below) shall survive the separation of his employment, regardless of the separation reason and shall survive the execution of this Agreement. (c) The parties agree that Section 9(c) of the Employment Agreement is amended and restated to read in its entirety as follows to limit the scope of the restrictions on competitive employment: “Executive agrees that during the period commencing on the date hereof and ending twelve (12) months thereafter (the “Non-Competition Period”), absent CPT’s prior written approval, he will not, as owner, part-owner, shareholder, partner, director, principal, agent, employee, consultant or otherwise, directly or indirectly engage or participate in activities relating to, or render services to any publicly traded real estate investment trust listed on Exhibit C to this Agreement or their subsidiaries or affiliates (collectively, the “Selected REITs”); provided that Executive may make passive investments in a Selected REIT if Executive’s investment constitutes less than 2% of the total equity of such enterprise.” (d) Executive understands and agrees that CPT and CDI shall have the right to terminate the Installment Severance Payments and/or sxx Executive for breach of this Agreement if Executive violate the provisions of Sections 4(b) or 4(c), or otherwise fail to comply in any material respect with this Agreement, in each case upon fifteen (15) days written notice from CPT; provided that Executive shall have a period of thirty (30) days after Executive receives such writt...
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Restrictive Covenants and Miscellaneous Provisions. A. While I understand that I have had such an obligation since I began my employment with the Company or any of the Company Released Parties, I confirm that I shall not disclose any of the trade secrets or other confidential or restricted information of the Company or any of the Company Released Parties and shall not make use of such trade secrets or confidential or restricted information in any fashion at any time, including in any future employment. B. I agree to comply at all times after the Effective Date of this Agreement with all provisions of Sections 6(a), (b) and (c) of the Change in Control Agreement, which provisions are substantively set forth in subsections (1) through (5) below and which include covenants concerning the non-disclosure of confidential information, a non-competition covenant and a non-solicitation covenant. I acknowledge and agree that these provisions shall survive the separation of my employment and the execution of this Agreement, and shall apply at all times after the Effective Date of this Agreement, regardless of the nature of or reason for my separation and the payments made with regard thereto.
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Restrictive Covenants and Miscellaneous Provisions. A. While Executive understands that he has had such an obligation since he began his employment with Camden or any of the Released Parties, Executive confirms and agrees that he shall not disclose any of the trade secrets or other confidential or restricted information of Camden or any of the Released Parties and shall not make use of any trade secrets or confidential or restricted information of Camden or any of the Released Parties in any fashion at any time, including in any future employment, work or business. B. Executive agrees to comply at all times after the Effective Date with all provisions of Section 9 of the Employment Agreement, which provisions include covenants concerning the non-disclosure of confidential information, return of documents, restriction on competitive employment and a prohibition on the inducement or employment of employees, agents, or consultants of Camden. Executive acknowledges and agrees that Sections 9 and 10 of the Employment Agreement shall survive the separation of his employment, regardless of the separation reason and shall survive the execution of this Agreement. C. Executive acknowledges that but for his agreements to comply with his obligations described in this Section and this Agreement, Camden would not provide him with the compensation, benefits and consideration set forth in Section II and elsewhere in this Agreement. D. Executive warrants that prior to the Termination Date, he will return to Camden all company property in his possession (originals and all copies), including, but not limited to, company files, work product, electronic mail, computer equipment, computer software, electronic or computer storage devices, cell phones, pagers, corporate credit cards, identification cards, manuals, company documents, access cards, and company keys. Executive further agrees to cooperate and work with Xxxxx Xxxxxxxxxxxxxxx to ensure his compliance with this Section IV.D. E. Executive understands that his health and dental insurance coverage, if any, will terminate as of the Termination Date, unless he timely and properly elects COBRA continuation coverage. In addition, Executive understands that the accidental death and dismemberment, long-term disability and life insurance coverage provided by Camden, if any, will end on the Termination Date. Executive further understands that his short-term disability coverage provided by Camden, if any, will end on the Termination Date. F. This Agreement does not constitute an adm...
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Restrictive Covenants and Miscellaneous Provisions. (a) All payments and benefits under this Agreement are gross amounts and will be subject to taxes and lawful deductions, if any, which Executive agrees to promptly remit by check made payable to Camden Development, Inc. (b) North Carolina law shall govern the interpretation and enforcement of this Agreement. (c) The Indemnification Agreement dated July 20, 1999 and the Non-Competition Agreement dated February 15, 2000 previously entered into by Executive with Summit and Summit Management are not affected by execution of this Agreement, and both shall expressly survive the execution of this Agreement by the parties hereto. (d) Executive acknowledges and agrees that he is entering into this Agreement freely and voluntarily. He has carefully read and understand all of the provisions of this Agreement. He understands that it sets forth the entire agreement between him and Camden and represents that no other statements, promises, or commitments of any kind, written or oral, have been made to Executive by Camden Summit, or any of its agents, to cause him to accept it. Executive further acknowledges and agrees that he has been advised to consult legal counsel concerning this Agreement prior to signing the Agreement, and that he has had sufficient opportunity to do so. Executive understands that he may have up to 21 days from the date of this Agreement to consider this Agreement. Executive understands that if he signs this Agreement, he will then have seven days to cancel it if he so chooses. Executive may cancel this Agreement by delivering a written notice of cancellation to Xxxxxxx X. Xxxxx at 0 Xxxxxxxx Xxxxx, Suite 1300, Houston, Texas 77046. However, if Executive elects to cancel this Agreement, he understands that he will not be entitled to any of the benefits or other consideration referenced in this Agreement. Executive realizes this Agreement is not effective or enforceable until the seven-day period expires without revocation. Executive understands that this Agreement will not become effective until the eighth day after he signs the Agreement without revocation (the "Effective Date"). Executive understands that Camden Summit will have no duty to pay him or provide him with the consideration listed in Section 2 until the Effective Date of this Agreement.
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Restrictive Covenants and Miscellaneous Provisions. A. While I understand that I have had such an obligation since I began my employment with the Company or any of the Company Released Parties, I confirm that I shall not disclose any of the trade secrets or other confidential or restricted information of the Company or any of the Company Released Parties and shall not make use of such trade secrets or confidential or restricted information in any fashion at any time, including in any future employment.
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Related to Restrictive Covenants and Miscellaneous Provisions

  • Miscellaneous Provisions The following miscellaneous provisions are a part of this Agreement:

  • Governing Law and Miscellaneous Provisions The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.

  • Miscellaneous Provision It is hereby understood that, to be entitled to the benefits under this Agreement, the MEMBER hereby waives his/her consent to the disclosure and processing of his/her medical/health information which is determinative for the assessment of his/her coverage and necessary for the treatment of his/her illness. MediCard, its Medical Service Units/Teams and its Accredited Hospitals/Clinics are hereby released from any liability by reason of such disclosure.

  • Miscellaneous Covenants The Debtor will: (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) at all reasonable times, permit the Secured Party, the Banks or their representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy the Debtor's books and records pertaining to the Collateral and its business and financial condition and to send and discuss with account debtors and other obligors requests for verifications of amounts owed to the Debtor; (iv) keep accurate and complete records pertaining to the Collateral and pertaining to the Debtor's business and financial condition and submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's business and financial condition as the Secured Party may from time to time reasonably request; (v) promptly notify the Secured Party of any loss of or material damage to any Collateral or of any adverse change, known to the Debtor, in the prospect of payment of any sums due on or under any instrument, chattel paper, or account constituting Collateral; (vi) if the Secured Party at any time so requests (whether the request is made before or after the occurrence of an Event of Default), promptly deliver to the Secured Party any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Debtor; (vii) at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as the Secured Party may reasonably request, with any loss payable to the Secured Party to the extent of its interest; (viii) from time to time execute such financing statements as the Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse the Secured Party on demand for all costs of collection of any of the Obligations and all other out- of-pocket expenses (including in each case all reasonable attorneys' fees) incurred by the Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and the Secured Party's rights under this Agreement; and (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.

  • Certain Negative Covenants So long as any Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

  • Miscellaneous Assignment Provisions Any assigning Bank shall retain ----------------------------------- its rights to be indemnified pursuant to (S)17 with respect to any claims or actions arising prior to the date of such assignment. If any assignee Bank is not incorporated under the laws of the United States of America or any state thereof, it shall, prior to the date on which any interest or fees are payable hereunder or under any of the other Loan Documents for its account, deliver to the Borrower and the Agent certification as to its exemption from deduction or withholding of any United States federal income taxes. If any Reference Bank transfers all of its interest, rights and obligations under this Credit Agreement, the Agent shall, in consultation with the Borrower and with the consent of the Borrower and the Majority Banks, appoint another Bank to act as a Reference Bank hereunder. Anything contained in this (S)20 to the contrary notwithstanding, any Bank may at any time pledge all or any portion of its interest and rights under this Credit Agreement (including all or any portion of its Notes) to any of the twelve Federal Reserve Banks organized under (S)4 of the Federal Reserve Act, 12 U.S.C. (S)341. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under any of the other Loan Documents.

  • COMPLIANCE WITH COVENANTS, RESTRICTIONS AND BUILDING CODE Lessor warrants that any improvements (other than those constructed by Lessee or at Lessee's direction) on or in the Premises which have been constructed or installed by Lessor or with Lessor's consent or at Lessor's direction shall comply with all applicable covenants or restrictions of record and applicable building codes, regulations and ordinances in effect on the Commencement Date. Lessor further warrants to Lessee that Lessor has no knowledge of any claim having been made by any governmental agency that a violation or violations of applicable building codes, regulations, or ordinances exist with regard to the Premises as of the Commencement Date. Said warranties shall not apply to any Alterations or Utility Installations (defined in Paragraph 7.3(a)) made or to be made by Lessee. If the Premises do not comply with said warranties, Lessor shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee given within six (6) months following the Commencement Date and setting forth with specificity the nature and extent of such non-compliance, take such action, at Lessor's expense, as may be reasonable or appropriate to rectify the non-compliance. Lessor makes no warranty that the Permitted Use in Paragraph 1.8 is permitted for the Premises under Applicable Laws (as defined in Paragraph 2.4).

  • Confidentiality and Restrictive Covenants (a) The Executive acknowledges that: (i) the Company (which, for purposes of this Section 8 shall include the Company and each of its subsidiaries and affiliates) operates membership warehouse clubs in Central America, Colombia and the Caribbean (the “Business”); (ii) the Company is dependent on the efforts of a certain limited number of persons who have developed, or will be responsible for developing the Company’s Business; (iii) the Company’s Business is international in scope; (iv) the Business in which the Company is engaged is intensely competitive and that Executive’s employment by the Company will require that he have access to and knowledge of nonpublic confidential information of the Company and the Company’s Business, including, but not limited to, certain/all of the Company’s products, plans for creation, acquisition or disposition of products or publications, strategic and expansion plans, formulas, research results, marketing plans, financial status and plans, budgets, forecasts, profit or loss figures, distributors and distribution strategies, pricing strategies, improvements, sales figures, contracts, agreements, then existing or then prospective suppliers and sources of supply and customer lists, undertakings with or with respect to the Company’s customers or prospective customers, and patient information, product development plans, rules and regulations, personnel information and trade secrets of the Company, all of which are of vital importance to the success of the Company’s business (collectively, “Confidential Information”); (v) the direct or indirect disclosure of any Confidential Information would place the Company at a serious competitive disadvantage and would do serious damage, financial and otherwise, to the Company’s business; (vi) by his training, experience and expertise, the Executive’s services to the Company is special and unique; (vii) the covenants and agreements of the Executive contained in this Section 8 are essential to the business and goodwill of the Company; and (viii) if the Executive leaves the Company’s employ to work for a competitive business, in any capacity, it would cause the Company irreparable harm.

  • Violation of Non-discrimination provisions Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject the Contractor to penalties, to be determined by the County Manager, including but not limited to i) termination of this Agreement; ii) disqualification of the Contractor from bidding on or being awarded a County contract for a period of up to 3 years; iii) liquidated damages of $2,500 per violation; iv) imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager. To effectuate the provisions of this section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract between Contractor and County. Contractor shall report to the County Manager the filing by any person in any court of any complaint of discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair Employment and Housing Commission or any other entity charged with the investigation of allegations within 30 days of such filing, provided that within such 30 days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the name of the complainant, a copy of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of their response to the Complaint when filed.

  • Protective Covenants In consideration of the Award granted under this Agreement, the Grantee covenants and agrees as follows (the “Protective Covenants”): (a) During the Grantee’s Service with the Company, and for a two-year period following the termination of the Grantee’s Service with the Company, the Grantee agrees not to (i) compete or attempt to compete for, or act as a broker or otherwise participate in, any projects in which the Company has at any time done any work or undertaken any development efforts, or (ii) directly or indirectly solicit any of the Company’s customers, vendors, contractors, agents, or any other parties with which the Company has an existing or prospective business relationship, for the benefit of the Grantee or for the benefit of any third party, nor shall the Grantee accept consideration or negotiate or enter into agreements with such parties for the benefit of the Grantee or any third party. (b) During the Grantee’s Service with the Company and for a two-year period following the termination of the Grantee’s Service with the Company, the Grantee shall not, directly or indirectly, on behalf of the Grantee or for any other business, person or entity, entice, induce or solicit or attempt to entice, induce or solicit any employee of the Company or its Subsidiaries or other Affiliates to leave the Company’s employ (or the employ of any such Subsidiary or other Affiliate) or to hire or to cause any employee of the Company to become employed for any reason whatsoever. (c) The Grantee shall not, at any time or in any way, disparage the Company or its current or former officers, directors, and employees, orally or in writing, or make any statements that may be derogatory or detrimental to the Company’s good name or business reputation. (d) The Grantee acknowledges that the Company would not have an adequate remedy at law for monetary damages if the Grantee breaches these Protective Covenants. Therefore, in addition to all remedies to which the Company may be entitled for a breach or threatened breach of these Protective Covenants, including but not limited to monetary damages, the Company will be entitled to specific enforcement of these Protective Covenants and to injunctive or other equitable relief as a remedy for a breach or threatened breach. In addition, upon any breach of these Protective Covenants or any separate confidentiality agreement or confidentiality provision between the Company and the Grantee, all of the Grantee’s rights to receive Performance Shares not theretofore delivered under this Agreement shall be forfeited. (e) For purposes of this section 9, the term “Company” shall include all Subsidiaries and other Affiliates of the Company (such Subsidiaries and other Affiliates being hereinafter referred to as the “NextEra Entities”). The Company and the Grantee agree that each of the NextEra Entities is an intended third-party beneficiary of this section 9, and further agree that each of the NextEra Entities is entitled to enforce the provisions of this section 9 in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Agreement, the terms of these Protective Covenants shall survive the termination of this Agreement and shall remain in effect.

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