Common use of Restrictive Covenants; Confidentiality Clause in Contracts

Restrictive Covenants; Confidentiality. Each Doctor agrees that he will not be an officer, director or employee or consultant of or have any direct or indirect ownership interest in, or manage, lease, develop or otherwise have any financial interest in, or receive any compensation from any surgical facility competing with the LLC within 7.5 miles of the Center until the later of (a) one (1) year after the Doctor ceases to be a member of Seller or (b) five (5) years after the Closing Date. The foregoing shall not prohibit the Doctors from owning shares of capital stock constituting less than 1% of the outstanding capital stock of any corporation whose common stock is traded on a national securities exchange or on The Nasdaq Stock Market. The foregoing also shall not prohibit (i) Robexx Xxxxxx, X.D.'s existing ownership interest in Osboxx Xxxgical Center, and (ii) Clive Sell, M.D. from any of the actions described above except that Clive Sell, M.D. in his personal capacity shall neither develop, nor lease any interest in, a new surgical facility competing with the LLC within 7.5 miles of the Center until the later of (a) 18 months after he ceases to be a member in the Seller or (b) five (5) years after the Closing Date unless he first obtains the written permission of the Seller and of the Buyer, which consents may be granted or withheld in the sole and absolute discretion of the grantor. The Doctors recognize and acknowledge that the ascertainment of damages in the event of a breach of this Section 5.4 would be difficult, and agree that AmSurg, in addition to all other remedies it may have, shall have the right to injunctive relief if there is such a breach. Notwithstanding the foregoing, the parties acknowledge and agree that Section 5.4 does not require the Doctors to perform ophthalmic procedures at the Center or to refer patients to the Center, and imposes no restrictions on where such procedures are performed or where referrals are made.

Restrictive Covenants; Confidentiality. Each Doctor agrees that he will not be an officer, director or employee or consultant of or have any direct or indirect ownership interest in, or manage, lease, develop or otherwise have any financial interest in, or receive any compensation from any surgical facility business or entity competing with the LLC Partnership within 7.5 25 miles of the Center until the later of (a) one (1) year after the Doctor ceases to be a member shareholder of Seller or (b) five (5) years after the Closing Date. The foregoing shall not prohibit (a) the Doctors from owning shares of capital stock constituting less than 1% of the outstanding capital stock of any corporation whose common stock is traded on a national securities exchange or on The Nasdaq Stock Market. The foregoing also shall not prohibit ; (ib) Robexx Xxxxxxdevelopment and ownership by Dr. Xxxxxxxxxx xxx/or Dr. Xxxxxx xx an ambulatory surgery center in Bonita Springs, X.D.'s Florida in a joint venture with AmSurg Corp. or an affiliate; (c) the existing ownership interest of Dr. Xxxxxx xxx Dr. Xxxxx xx Naples Day Surgery Center; or (d) any ownership by Dr. Xxxxxx, xxrough his ownership interest in Osboxx Xxxgical Naples Medical Center, and P.A. (iibut not any individual ownership interest) Clive Sellof an interest in an ambulatory surgery center that Naples Medical Center, M.D. from any of the actions described above except that Clive Sell, M.D. in his personal capacity shall neither develop, nor lease any interest in, a new surgical facility competing with the LLC within 7.5 miles of the Center until the later of (a) 18 months after he ceases to be a member P.A. might acquire in the Seller or (b) five (5) years after the Closing Date unless he first obtains the written permission of the Seller and of the Buyer, which consents may be granted or withheld in the sole and absolute discretion of the grantorfuture. The Doctors recognize and acknowledge that the ascertainment of damages in the event of a breach of this Section 5.4 5.3 would be difficult, and agree that AmSurg, in addition to all other remedies it may have, shall have the right to injunctive relief if there is such a breach. Notwithstanding the foregoing, the parties acknowledge and agree that Section 5.4 5.3 does not require the Doctors to perform ophthalmic endoscopy procedures at the Center or to refer patients to the Center, and imposes no restrictions on where such procedures are performed or where referrals are made.

Restrictive Covenants; Confidentiality. Each Doctor agrees that he will not be an officera consultant to, director or employee or consultant of or have any direct or indirect ownership interest in, or manage, lease, develop or otherwise have any financial interest in, or receive any compensation in the form of a facility fee or as a medical director from any surgical facility business or entity competing with the LLC within 7.5 seven (7) miles of the Center until the later of (a) one (1) year after the Doctor ceases to be a member shareholder of Seller or (b) five (5) years after the Closing Date. The foregoing shall not prohibit the Doctors from owning shares of capital stock constituting less than 1% of the outstanding capital stock of any corporation whose common stock is traded on a national securities exchange or on The Nasdaq Stock Market. The foregoing also shall not prohibit (i) Robexx Xxxxxx, X.D.'s existing ownership interest in Osboxx Xxxgical Center, and (ii) Clive Sell, M.D. from any of the actions described above except that Clive Sell, M.D. in his personal capacity shall neither develop, nor lease any interest in, a new surgical facility competing with the LLC within 7.5 miles of the Center until the later of (a) 18 months after he ceases to be a member in the Seller or (b) five (5) years after the Closing Date unless he first obtains the written permission of the Seller and of the Buyer, which consents may be granted or withheld in the sole and absolute discretion of the grantor. The Doctors recognize and acknowledge that the ascertainment of damages in the event of a breach of this Section 5.4 would be difficult, and agree that AmSurg, in addition to all other remedies it may have, shall have the right to injunctive relief if there is such a breach. Notwithstanding the foregoing, Section 5.4 does not prohibit the Doctors, or an entity owned by some or all of them, from owning an interest in a multi-specialty ambulatory surgery center in Littleton, Colorado, provided that the aggregate interest owned does not exceed the lesser of (a) 12% or (b) 1.5% times the number of physicians then affiliated with Seller. Notwithstanding the foregoing, the parties acknowledge and agree that Section 5.4 does not require the Doctors to perform ophthalmic endoscopy procedures at the Center or to refer patients to the Center, and imposes no restrictions on where such procedures are performed or where referrals are made.

Restrictive Covenants; Confidentiality. Each Doctor agrees that he will not be an officer, director or employee or consultant of or have any direct or indirect ownership interest in, or manage, lease, develop or otherwise have any financial interest in, or receive any compensation from any surgical facility business or entity competing with the LLC within 7.5 ten (10) miles of the Center until the later of (a) one (1) year after the Doctor ceases to be a member of Seller or (b) five (5) years after the Closing Date. The foregoing shall not prohibit the Doctors from owning shares of capital stock constituting less than 1% of the outstanding capital stock of any corporation whose common stock is traded on a national securities exchange or on The Nasdaq Stock Market. The foregoing also shall not prohibit (i) Robexx Xxxxxx, X.D.'s existing ownership interest in Osboxx Xxxgical Center, and (ii) Clive Sell, M.D. from any of the actions described above except that Clive Sell, M.D. in his personal capacity shall neither develop, nor lease any interest in, a new surgical facility competing with the LLC within 7.5 miles of the Center until the later of (a) 18 months after he ceases to be a member in the Seller or (b) five (5) years after the Closing Date unless he first obtains the written permission of the Seller and of the Buyer, which consents may be granted or withheld in the sole and absolute discretion of the grantor. The Doctors recognize and acknowledge that the ascertainment of damages in the event of a breach of this Section 5.4 5.5 would be difficult, and agree that AmSurg, in addition to all other remedies it may have, shall have the right to injunctive relief if there is such a breach. Notwithstanding the foregoing, the parties acknowledge and agree that Section 5.4 5.5 does not require the Doctors to perform ophthalmic ambulatory procedures at the Center or to refer patients to the Center, and imposes no restrictions on where such procedures are performed or where referrals are made. Also, notwithstanding the foregoing, the parties agree that Section 5.5 does not prohibit (a) Geraxx X. Xxxxxx, X.D., from owning an interest in the Scottsdale Eye Surgery Center, P.C., Phoenix Eye Surgical Center, P.L.C., or Osboxx Xxxulatory Surgical Center, Ltd. limited partnership and their successors or assigns or (b) Emilxx X. Xxxxx, X.D., from performing cosmetic-only medical procedures in a licensed center in which he owns an interest.