Seller Covenant Not to Compete. Each of the Sellers hereby covenants and agrees that for five (5) consecutive years following the Effective Date (the “Restricted Period”), such Seller shall not, without the advance written consent of Buyer, directly or indirectly engage in the Business anywhere in the United States or acquire any interest in, manage, operate or control any Person engaged in the Business anywhere in the world. Notwithstanding anything contained herein to the contrary, none of the following shall constitute a violation of the non-competition provisions of this Section 1: (i) the ownership of securities of any company that is “publicly held” that does not constitute more than five percent (5%) of the voting rights or equity interests of such entity, (ii) the operation by Sellers of the Excluded Assets and all businesses not constituting the Business, (iii) the performance by Sellers of their respective obligations under the Transition Services Agreement entered into between Sellers and Buyer dated as of even date herewith or (iv) the ownership of securities of any company that such Seller receives in consideration for the sale of any of its assets, so long as such Seller does not control, manage or operate such company at any time following its receipt of the securities. Each Seller hereby further agrees that in the event it acquires securities of a company in connection with the sale of assets as provided in clause (iv) of this Section 1 above, such Seller will, and will cause each of its affiliates and their respective representatives to, comply with and be subject to the confidentiality provisions of Section 8.1 of the Purchase Agreement during the Restricted Period.
Seller Covenant Not to Compete. Seller agrees that for a period of three years after the Closing Date, neither it nor any of its Affiliates will, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, any business whether in corporate, proprietorship or partnership form or other wise as more than a five percent owner in such business where such business is engaged in the manufacture or sale of storage and dispensing cabinets for medication that include hardware and software designed to track the dispensing of medications ("Competitive Products") provided, however, that the foregoing shall not prohibit Seller or any of such Affiliates from acquiring an interest in an entity or business which manufactures or sells Competitive Products so long as Seller or any such Affiliate divests itself of the assets of such acquired entity or business which manufactures or sells Competitive Products within twelve months of such acquisition; and provided further that nothing in this Section 10.5 shall prevent the Seller from acquiring a passive investment of less than 5% of the outstanding shares of capital stock of such an entity or business so long as Seller does not have rights to hold a seat on the Board of Directors or otherwise have rights to exercise control over such an entity. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that Buyer, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In the event that the provisions of this Section 10.5 should ever be deemed to exceed the limitation provided by applicable law, then the parties hereto agree that such provisions shall be reformed to set forth the maximum limitations permitted.
Seller Covenant Not to Compete. For a two-year period beginning on the Closing Date, Seller shall not directly or indirectly, engage or invest in, finance, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with, render services or advice to, or assist (whether or not for compensation), any Competing Business (as defined below); provided however, that this Section 51 shall not preclude the Seller or its Affiliates from (a) investing in up to an aggregate of 5% of the securities of any enterprise engaged in a Competing Business (but without otherwise participating in the activities of such enterprise) if such securities are listed on any United States national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, provided that the Seller and its Affiliates combined do not purchase or hold (directly or indirectly) an aggregate equity interest of more than 5% in any such enterprise, or (b) pursuant to Seller's Distributor Agreement.
Seller Covenant Not to Compete. For a period of 5 years from and after the Closing Date, Seller will not engage directly or indirectly in any business that competes with the Business as conducted as of the Closing Date, worldwide. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 8(d) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.
Seller Covenant Not to Compete. (a) The Seller, on behalf of itself, its subsidiaries, its successors in interest and assigns, covenants and agrees that from and after the Closing Date and for a five year period thereafter, the Seller shall not, directly or indirectly, on its own behalf or on behalf or in conjunction with another, own, control, manage, operate, engage in the business of or otherwise participate in the ownership, control, management, operation, or engagement in any business, whether corporate, proprietorship or partnership form or otherwise, engaged in the research, development, formulation, manufacturing, packaging, distribution, marketing or selling of any non-steroidal anti-inflammatory drug product that is competitive with the Product in the Territory; provided, however, such restriction shall not apply to the Seller’s continued manufacturing, packaging, distribution, marketing and sale of Roxicodone® (oxycodone hydrochloride).
(b) The Seller, on behalf of itself, its subsidiaries, its successors-in-interest and assigns, covenants and agrees that from and after the Closing Date and for the earlier of seven years or final approval of a generic version of the Product, Seller shall not, directly or indirectly, on its own behalf or on behalf or in conjunction with another, own, control, manage, operate, engage in the business of or otherwise participate in the ownership, control, management, operation, or engagement in any business, whether corporate, proprietorship or partnership form or otherwise, engaged in the research, development, formulation, manufacturing, packaging, distribution, marketing or selling of any pharmaceutical product containing (i) the Composition, (ii) any isomers, hydrates, anhydrides, solvates, esters, salt forms, free acids or bases, complexes, metabolites, prodrugs or polymorphs of the Composition and/or (iii) any derivatives of the foregoing having substantially similar activity as the Composition.
(c) The Seller agrees that the restrictions set forth in this Section 4.18 are reasonable in scope and duration and are necessary to protect the Buyer after the Closing. The Seller acknowledges and agrees that the Seller’s breach of this Section 4.18 will cause irreparable damage and harm to the Buyer, and upon breach of any provision of this Section 4.18, the Buyer will be entitled to seek injunctive relief, specific performance or other equitable relief without bond other security; provided, however, that the foregoing remedies shall not limit any ...
Seller Covenant Not to Compete. (a) For the period commencing with Closing and ending on the date that is five (5) years following the Closing, except for the activities contemplated pursuant to the Transition Services Agreement, neither the Seller nor any of its Affiliates shall, directly or indirectly:
(i) cause, induce or attempt to cause or induce any customer under (A) any Current Government Contracts of the Company Entities as of the Closing Date, or (B) any contract resulting from any Government Bids of the Company Entities as of the Closing Date or any Pipeline Opportunities (a “New Government Contract”) to terminate, in whole or in part, any Current Government Contract or New Government Contract, reduce the scope of work on any Current Government Contract or New Government Contract, move requirements from any Current Government Contract or New Government Contract to another contractual vehicle, or to not exercise any options or otherwise not extend the term of any Current Government Contract or New Government Contract;
(ii) compete for (A) work performed under any of the Current Government Contracts, (B) work contemplated to be performed under any Government Contract Bid or Pipeline Opportunity, (C) the recompete work or any other form of successor work to that performed or contemplated to be performed under any of the Current Government Contracts, Government Contract Bids or Pipeline Opportunities or (D) any other government-related services work to be performed for any U.S. Governmental Authority, including, (I) live and individual training support, (II) simulations support, (III) exercise support, (IV) mission readiness support, (V) finance, accounting, contracts, human resources or security (excluding cyber security), and (VI) operation, maintenance, end-user instruction, or other similar support services with respect to any product, system, software, or firmware not manufactured, licensed, or sold by the Seller or its Affiliates unless specifically listed in Schedule 5.17(a)(ii) (collectively, “Other Restricted Opportunities”);
(iii) (A) call upon any Covered Personnel for the purpose or with the intent of recruiting, or enticing or soliciting any Covered Personnel away from or out of the employ of any Company Entity, the Purchaser or any of their Affiliates or (B) employ or hire any Covered Personnel; provided that the foregoing prohibition shall not apply to any such Covered Personnel who responds to a general advertisement or solicitation program conducted by or on behal...
Seller Covenant Not to Compete. Seller and ECC hereby covenant and agree that for a period of five (5) years following the Closing Date, neither ECC nor Seller will:
(a) alone or in conjunction with any other corporation, firm, partnership, person, venture or other entity, directly or indirectly, engage in the design, manufacture, sale or distribution of any products of the type presently being designed, manufactured, sold or distributed by Seller in any geographical area in which Seller was engaged in such business on the Closing Date; provided, however, that neither ECC nor Seller will be deemed to be in violation of this clause (a) by reason of any activities of any entity or person (or affiliate or subsidiary thereof) which, after the Closing Date, acquires control of ECC or Seller or with which ECC or Seller is merged or consolidated after the Closing Date;
(b) induce any employee, customer or supplier of Purchaser to terminate his, her or its employment or business relationship with Purchaser; and
(c) use or reveal any secret or confidential information relating to the Switchboard Business acquired by Purchaser, provided, however, that the foregoing shall not apply (i) to any information which, following the Closing Date, is received by ECC or Seller from a third person other than Purchaser who is lawfully in possession of such information and not in the violation of any contractual or legal obligation to Purchaser with respect to such information, or which is public knowledge or within the public domain other than as a result of disclosures by ECC or Seller after the Closing Date, or (ii) to any disclosure of any such information pursuant to requirements of law or legal proceedings or in any dispute proceeding between the parties hereto. In the event that ECC or Seller believes that it may be necessary or appropriate to make disclosure of any such confidential information pursuant to clause (c)(ii) preceding, if possible it will provide Purchaser with reasonable advance notice of the applicable circumstances in order to permit Purchaser the opportunity to seek an appropriate protective order or similar ruling if Purchaser so desires. It is the desire and intent of the parties that the terms and provisions of this Article 11 be enforced to the fullest extent permissible under the law and public policy applied by any jurisdiction in which enforcement is sought. Accordingly, if and to the extent that any portion of this Article 11 shall be adjudicated to be invalid or unenforceable b...
Seller Covenant Not to Compete. (a) In partial consideration of the payment of the Purchase Price, Seller covenants and agrees that for a period of three years commencing upon the Closing Date, Seller shall not, directly or indirectly, (i) engage in, carry on, manage, operate, perform or control the management or operation of any Seller Restricted Business in any portion of the territory (the "Restricted Territory") consisting of the world, or (ii) own any equity interest in any Person that is engaged in, carries on, manages, operates, performs or controls the management or operations of any Seller Restricted Business in the Restricted Territory.
(b) For purposes of this Section 5.8, the term "Seller Restricted Business" means any business engaged in the Business.
Seller Covenant Not to Compete. (a) Except as provided below, Seller agrees that for a period commencing on the Closing Date and ending two (2) years after Closing, neither it nor any of its subsidiaries shall, without the prior written consent of Purchaser, engage in the Business either directly or as a partner, owner, shareholder, member, operator or consultant of any Person in any location within a ten (10) mile radius of any of the Facilities.
(b) Notwithstanding anything to the contrary in this Section 5.8, nothing in this Agreement shall prohibit Seller or its subsidiaries either directly or indirectly, separately or in association with others, from:
(i) owning five percent (5%) or less of the issued and outstanding securities of any Person which is engaged in the Business whose securities are listed on a national securities exchange or listed on the NASDAQ National Market System;
(ii) acquiring any Person or business, provided, that if such Person or business derives revenues from activities that are prohibited under this Section 5.8 (the "Competitive Activities") at the time of such acquisition then such Person or business shall prior to the date which is twelve (12) months from the closing of such acquisition, cease engaging in or dispose of the Competitive Activities that would be prohibited under this Section 5.8;
(iii) lending funds or foreclosing on any loan entered into in good faith and not for the purpose of evading the prohibitions set forth in this Section 5.8 with any Person engaged in Competitive Activities; or
(iv) advising any Person engaged in the business of lending or advancing funds to Persons engaged in Competitive Activities.
Seller Covenant Not to Compete. Seller hereby covenants and agrees that neither Seller nor any Affiliate of Seller will during the period commencing on the Original Agreement Date and ending on December 31, 2008 (the “Non-Compete Term”)
(a) manufacture or sell:
(i) Business Products other than:
(x) products which are not mechanically twisted in a secondary operation and have a linear density of a TEX value of greater than or equal to 180 g/km;
(y) rubber reinforcement with a linear density of a TEX value of greater than or equal to 100 g/km and a minimum nominal filament diameter of 8.89µ (micronage values herein shall refer to maximum or minimum nominal values in common usage in the industry, in this instance, a G filament); or
(z) products which are riot mechanically twisted in a secondary operation and have a linear density of a TEX value equal to 100 g/km for sale in South America;
(ii) S Glass or any product made of S Glass;
(iii) any twisted and plied combination of polyester and glass yarns; or
(iv) any air texturized glass fiber yarn having a filament or fiber diameter having a minimum nominal diameter of less than 10.16µ, (collectively, “Restricted Products”, provided that Restricted Products shall not be considered to include:
