Restrictive Covenants of Seller Sample Clauses

Restrictive Covenants of Seller. As a material inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated by this Agreement, Seller hereby agrees as follows:
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Restrictive Covenants of Seller. (a) Non-Solicitation; Non-Interference; Non-Disparagement. (i) During the period beginning on the Closing Date and ending on the second (2nd) anniversary of the Closing Date, Seller shall not, and shall cause each other member of the Seller Group and its and their representatives (to the extent acting on their behalf) not to, directly or indirectly, (i) solicit for the purpose of offering employment or engagement to, or engaging or hiring, any employee of the Business or any Sales Agent (other than any employee or agent of any Independent Business Owner that is not a salesperson or “dispatcher”) (a “Business Employee”), or (ii) knowingly induce or encourage any Business Employee to no longer be employed by or provide services to the Company or its Subsidiary, in each case, without the prior written consent of Purchaser (provided, however, that (x) general solicitations for employment or engagement not specifically targeted at the Business Employees, (y) the hiring or engaging of any person (including any Sales Agent) whose employment or engagement with the Company or its Subsidiary has terminated at least six (6) months prior to such general solicitations and who responds to such general solicitations and (z) transacting business with any Sales Agent engaged by or providing services to the Temstar Business shall not constitute a violation of the foregoing restriction). (A) During the period beginning on the Closing Date and ending on the second (2nd) anniversary of the Closing Date, Seller shall not, and shall cause each other member of the Seller Group and its and their representatives (to the extent acting on their behalf) not to, directly or indirectly, solicit or engage in business with any of the customers of the Company listed on Schedule 6.12(a)(ii)(A) (but subject to the qualifications and limitations expressly set forth on such Schedule). (B) With respect to each customer listed on Schedule 6.12(a)(ii)(B) (but subject to the qualifications and limitations expressly set forth on such Schedule), during the period beginning on the Closing Date and ending, with respect to each customer listed on Schedule(a)(ii)(B), on the earlier of the eighteen (18) month anniversary of the Closing Date and the date that such customer initiates its next periodic “request-for-proposal” process (i.e., the process through which such customer solicits proposals from multiple potential providers, consistent with such customer’s past practice), Seller shall not, and shall ...
Sample 1
Restrictive Covenants of Seller. (a) Beginning on the Closing Date and continuing for a three (3) year period thereafter, neither Seller nor any of its Affiliates will, directly or indirectly, individually or in any other capacity whatsoever of or for any Person: (i) Own, manage, operate, control, participate or engage in the ownership, management, operation, or control of any business primarily engaged, in the United States, in a business that is the same or substantially similar to the Business (provided, however, that nothing herein shall prohibit any such Person from holding not more than two percent (2%) of the outstanding amount of any publicly traded security); or (ii) Recruit, attempt to hire, solicit, or assist others in recruiting, attempting to hire or solicit, any person who is an employee of the Company or any Company Subsidiary as of the Closing or induce or attempt to induce any such employee to terminate his/her employment with Buyer, the Company or any of the Company Subsidiaries, provided the foregoing shall not prohibit Seller or its Affiliates from (x) employing any such employee (other than an executive officer) who is recruited through a general solicitation, advertising or on-line posting not directed at such employee, or (y) soliciting or employing any such employee that has been previously terminated by Buyer, the Company or any Company Subsidiary, or has not worked for any of Buyer, the Company or any Company Subsidiary during the preceding six (6) months. (b) Seller acknowledges that the scope and period of restrictions and the geographical area to which the restrictions imposed in this Section 6.10 are fair and reasonable and are reasonably required for the protection of the Company and Buyer. If any provision contained in this Section 6.10 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Section 6.10 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicabl...
Sample 1
Restrictive Covenants of Seller. (a) For a period beginning on the Closing Date and continuing for a period of three (3) years following the Closing Date, Seller will not (and shall cause its affiliates not to), directly or indirectly, call upon or solicit the business of any customer of the Branch whose deposit account is assumed by Purchaser as a Deposit Liability or whose Loan is purchased by Purchaser (each, a “Restricted Customer”), or induce or attempt to induce any Restricted Customer not to do business or to reduce the amount of business done with Purchaser or the Branch after Closing; provided, however, these restrictions shall not restrict Seller, its affiliates or any of their successors or assigns from using the newspaper, radio, television, internet or similar advertisement of a general nature (i.e., that are not specifically targeted or intended to target Restricted Customer), or otherwise prevent Seller from taking such actions as may be required to comply with any applicable federal or state laws, rules or regulations. (b) For a period of three (3) years after the Closing Date, Seller shall not solicit for employment any person who is now employed at the Branch and continues to be employed without interruption after the Closing Date (it being understood that advertising and other recruiting efforts aimed at the general public shall not violate the terms of this covenant). (c) For a period of three (3) years following the Closing Date, Seller shall not establish a branch, loan production office, deposit production office or any other banking facility within the “Restricted Area” (as defined in the next sentence). As used herein, the term “Restricted Area” shall mean Union County, Ohio, and the city limits of Plain City, whether in Union or Madison County; provided that the Restricted Area shall not include the portion of Union County that is Southeast of U.S. Route 42. The restrictions set forth in this Section 3.20(c) (i) shall not apply to a party that acquires Seller or substantially all of the assets of Seller subsequent to the Closing Date in a bona fide transaction, nor shall they apply (ii) to Seller as a result of an acquisition by Seller of all or substantially all of the assets or stock of a party more than twelve (12) months subsequent to the Closing Date in a bona fide transaction.
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Restrictive Covenants of Seller. For a period of three (3) years from and after the Closing Date, Seller shall not directly or indirectly: (a) Use for any purpose or disclose to any person, partnership, corporation or other entity (other than Purchaser) any of Seller's trade secrets, Business or sales techniques or processes, pricing techniques or methods, product or service specifications, customer lists or customer records, price lists, financial information, Business forms, Business records, confidential documents, or any other confidential or proprietary information; provided, however, that this restriction shall not apply to any information that: is in, or later becomes part of, the public domain or otherwise known within the industry through no fault of Seller; is disclosed to Seller by a third party under no duty of confidentiality to LNB or Purchaser; or is required to be disclosed by a valid court order or subpoena after notice is given to Purchaser and Purchaser has had an opportunity to obtain a protective order or other relief with respect to such disclosure; OR (b) Sell products or services which compete with those of Purchaser to, or solicit the business of, any person, partnership, corporation or other entity or business who or which, during said three (3)-year period, is or was a customer of Purchaser; OR (c) Own (partially or completely), operate, control, work for or be engaged in any capacity, advise or consult (whether or not for compensation), be employed or engaged by, or represent any sole proprietorship, partnership, corporation or other entity or business who or which, during said three (3)-year period is competitive with Purchaser's services, products or any other business activities; OR (d) During said three (3)-year period, employ, engage, contract in any manner for the service of, or solicit the services of any person who is or was an employee of Purchaser or was an employee of Seller prior to the Closing.
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Restrictive Covenants of Seller. (a) For a period of five (5) years from the Closing Date, Seller shall not, and shall cause each of its controlled subsidiaries not to, directly or indirectly: (i) own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in any of the following activities: (A) the manufacture, production, distribution, marketing or sale of two-dimensional medical, dental or veterinary film digitizers or (B) the manufacture, production, distribution, marketing or sale of three-dimensional printers, consumables for three-dimensional printers or accessories or Software in connection therewith, or the resale of three-dimensional scanners designed and manufactured by third parties, in each case, in the geographical areas in which any of the Targets currently engage in such activities (the “Seller Restricted Business”); or (ii) cause, solicit, induce or encourage any Person who, as of the Closing Date, is an employee of any of the Targets to leave the employment of such Target or to hire, employ or otherwise engage such Person; provided, however, that Seller and its controlled subsidiaries may hire a Person who (1) responds to a public advertisement that is not solely aimed at any Business Employee or (2) is first approached when such Person is no longer an employee of any of the Targets for at least six (6) months; or (iii) intentionally induce or intentionally encourage any material client, customer, supplier or licensor of any of the Targets or the Business, or any other Person who has a material business relationship with the Targets or the Business to terminate or materially and adversely modify such relationship (other than in connection with the Buyer Restricted Business).
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Restrictive Covenants of Seller. In furtherance of the sale of the Shares hereunder, and to protect more effectively the value and goodwill of the Business, the Seller covenants and agrees as follows:
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Restrictive Covenants of Seller. In connection with the grants of intellectual property elsewhere in this Agreement, to preserve and protect the intellectual property of Seller and Buyers, recognizing that intellectual property may in some cases be misappropriated and that it may be difficult to detect such misappropriation, and to promote the development and marketing of such intellectual property, Seller and Cott agree as follows: (a) Subject to Section 11.3(e), beginning on the Closing Date and continuing thereafter without limitation, neither Seller nor any of its Affiliates shall use any of the Formulas or Formula Information (and in each case, any derivations thereof) in any manner, including, without limitation, in the development, manufacture, sale or distribution of carbonated soft drinks or concentrates or emulsions used in the production of concentrates, which concentrates or emulsions are used in the production of carbonated soft drinks, whether or not (and, without limitation) such carbonated soft drinks are branded carbonated soft drinks or Private Label Soft Drinks. (b) During the period beginning on the Closing Date and ending on December 31, 2014, Seller shall not develop, manufacture, sell or distribute any Private Label Soft Drinks or any concentrates, or emulsions used in the production of concentrates, which concentrates or emulsions are used in the production of Private Label Soft Drinks. For greater certainty, except to the extent provided in Sections 11.2(a) and 11.2(c), it is understood that the restriction in this Section 11.2(b) on the development, manufacturing, sale or distribution of Private Label Soft Drinks does not apply to any Affiliate of Seller. (c) Seller hereby acknowledges and agrees that, during the period beginning on the Closing Date and ending on December 31, 2014, Seller and its Affiliates shall only use the RC Domestic Formulas and any derivatives thereof for the development, manufacture, sale or distribution of carbonated soft drinks under the RC Domestic Marks, trademarks substantially similar to such RC Domestic Marks or marks otherwise incorporating the "RC" brand or, in each case, brand extensions thereon, outside the Territory. Without limiting the foregoing and for purposes of clarification, during the period beginning on the Closing Date and ending on December 31, 2014, neither Seller nor any of its Affiliates shall under any circumstances (i) use, authorize the use by any other Person of, or grant permission (by license or otherwise) t...
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Restrictive Covenants of Seller 
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Related to Restrictive Covenants of Seller

  • Negative Covenants of Seller On and as of the date hereof and at all times while this Agreement or the Transaction hereunder is in effect, Seller shall not without the prior written consent of Purchaser, which may be granted or denied at Purchaser’s sole and absolute discretion: (i) subject to Seller’s right to repurchase any Purchased Asset pursuant to the terms of this Agreement, take any action that would directly or indirectly impair or adversely affect Purchaser’s title to any Purchased Asset or other Purchased Item; (ii) at any time a Transaction is outstanding with respect to any Purchased Asset, transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in any Purchased Asset or other Purchased Item to any Person other than Purchaser, or engage in repurchase transactions or similar transactions with respect to any Purchased Asset or other Purchased Item with any Person other than Purchaser; (iii) create, incur, assume or suffer to exist any Lien in or on any of its property, assets, revenue, the Purchased Assets, the other Collateral, whether now owned or hereafter acquired, other than the Liens and security interest granted by Seller pursuant to the Transaction Documents; (iv) intentionally omitted; (v) enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution), or sell all or substantially all of its assets (except in connection with the sale or securitization of the Purchased Assets in the ordinary course of Seller’s business after the repurchase thereof in accordance with this Agreement); (vi) permit a Change of Control; (vii) intentionally omitted; (viii) consent or assent to any Significant Modification other than in accordance with Article 29; (ix) permit the organizational documents or jurisdiction of organization of Seller to be amended in any material respect; (x) after the occurrence and during the continuance of an Event of Default, make any distribution, payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any Capital Stock of Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Seller; (xi) acquire or maintain any right or interest in any Purchased Asset or any Mortgaged Property that is senior to, or pari passu with, the rights and interests of Purchaser therein under this Agreement and the other Transaction Documents unless such right or interest in a Purchased Asset hereunder; (xii) use any part of the proceeds of any Transaction hereunder for any purpose which violates, or would be inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System; and (xiii) directly, or through a Subsidiary, acquire or hold title to any real property.

  • Affirmative Covenants of Seller (a) Seller, at Seller's sole cost and expense, shall until the earlier of, the Closing Date or termination of this Agreement, keep and perform or cause to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder. (c) From the date of Seller's acceptance hereof to the earlier of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any manner. (d) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.

  • Covenants of Seller Seller covenants and agrees with Buyer as follows:

  • Covenants of Sellers Sellers covenant and agree as follows:

  • Restrictive Covenant Agreements The Executive agrees to be bound by the Invention and Non-Disclosure Agreement attached hereto as Exhibit A and the Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B (Exhibit A and Exhibit B together referred to as the “Restrictive Covenant Agreements”), each of which are incorporated by reference herein. The provisions of the Restrictive Covenant Agreements shall survive the term of this Agreement pursuant to the terms set forth in Exhibit A or Exhibit B, as applicable.

  • Restrictive Covenant (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

  • Restrictive Covenants a. The Property is believed and shall be taken to be correctly described and is sold subject to:- (i) All existing easement, public and private right of way, support, drainage, light and all other rights or other incidents (if any), lease, tenancy, occupier, encroachment, trespass, nuisance, charge, lien, caveat, previous sale and purchase, previous assignment, covenant, common right and liability (including but not limited to liability to local authorities incurred but not ascertained and any rate made but not demanded), express and implied condition, restriction-in-interest and encumbrances subsisting thereon or there over without any obligation arising for the Assignee to define the same respectively; (ii) Any notice or knowledge of acquisition proceedings, encroachment or that the Government or other authority has any immediate intention of acquiring the whole or any part of the Property for road, back lane or other improvement scheme whatever affecting the same. b. The Purchaser shall be deemed to have full knowledge of the nature and effect thereof and shall make no objection or requisition in respect thereof.

  • Restrictive Covenant Agreement The Company’s obligations under this Agreement, including the Company’s agreement to provide severance and to allow Employee to participate in the other compensation programs as provided on Schedule A, is conditioned on Employee signing a Restrictive Covenant Agreement in the form of Schedule B (the “Restrictive Covenant Agreement”).

  • Restrictive Covenants Agreement I understand that I am or will be an employee to or other service-provider of The Xxxxx Xxxxx Company and/or its Subsidiaries and/or its Affiliates (collectively the "Company"), and will learn and have access to the Company's confidential, trade secret and proprietary information and key business relationships. I understand that the products and services that the Company develops, provides and markets are unique. Further, I know that my promises in this Restrictive Covenants Agreement (the "Agreement") are an important way for the Company to protect its proprietary interests and that The Xxxxx Xxxxx Company would not have granted me RSUs or other equity grants unless I made such promises. In addition to other good and valuable consideration, I am expressly being given RSUs or other equity grants in exchange for my agreeing to the terms of this Agreement. In consideration of the foregoing, I (the "Executive") agree as follows:

  • Covenants of Executive The Company and the Executive recognize that the Executive's services are special and unique and that the provisions herein for compensation under Section 4 and Section 5 are partly in consideration of and conditioned upon the Executive's compliance with the covenants contained in this Section 9. Accordingly, during the Term of the Agreement and until the end of the Compensation Period (as defined in Section 4(a)(ii) herein), the Executive shall be subject to the covenants contained in Sections 9(b), 9(c) and 9(d) herein.

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