Seller Non-Competition Sample Clauses

Seller Non-Competition. The Seller hereby covenants and agrees that, during the Restricted Period, it shall not, either directly or indirectly (through any Person or Affiliate) own, manage, control, participate or invest in, provide or facilitate the provision of financing to, consult with, render services for (whether as a director, officer, consultant, advisor, representative or otherwise), be employed by, or in any manner assist or engage in the operation of the Seller Restricted Business in the Restricted Area; provided, that the foregoing shall not restrict the Seller or its Affiliates from entering into the Commercial Agreements with, or otherwise providing services to, the Purchaser, the Company and their respective Affiliates. The Seller further covenants and agrees that, during the Restricted Period, it shall not, either directly or indirectly (through any Person or Affiliate) intentionally interfere with the business relationships (whether formed prior to or after the Closing Date) between the Purchaser, the Company, or any of their respective Affiliates, on the one hand, and any customer or supplier of the Purchaser, the Company, or any of their respective Affiliates, on the other hand, or otherwise cause, induce or encourage any actual or prospective client, customer, supplier or licensor of the Purchaser, the Company, or any of their respective Affiliates (or any other Person who has a material business relationship with the Purchaser, the Company, or any of their respective Affiliates) to terminate or modify any such actual or prospective relationship.
Sample 1
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Seller Non-Competition. For a period of two years from the Closing Date, neither TAC or its Affiliates nor Seller shall, directly or indirectly, (a) engage in the Business in competition with Pacific LP within 10 miles of any of the operations of the Pacific Energy Entities as conducted on the Closing Date, (b) pursue opportunities that are included on the Pacific LP Acquisition and Development List dated October 22, 2004 provided to Buyer as of the date hereof, or (c) own or operate, directly or indirectly, any California port facility. Notwithstanding anything to the contrary contained in this Section 2.2, this covenant shall not apply to any activities performed by TAC or its Affiliates primarily in connection with oil and gas properties owned jointly by TAC or its Affiliates with other Persons, whether such activities are performed as the operator pursuant to an operating agreement or otherwise. In addition, notwithstanding anything to the contrary herein, nothing in this Section 2.2 shall in any way restrict or impair:
Sample 1
Seller Non-Competition. For a period commencing on the Closing Date and ending on the fourth (4th) anniversary of the Closing Date (the “Restricted Period”), each member of the Seller Group shall not, directly or indirectly (whether as owner, partner, member, manager, investor, co-venturer or otherwise) engage in (other than on behalf of Purchaser) or compete with all or any portion of the Distribution Business or the business of the Purchased Entities in any geographic area in which the Distribution Business or the business of the Purchased Entities is conducted as of the Closing Date; provided, however, that the following shall not, solely by reason thereof, be deemed a violation of this Section 5.17(a): (x) passive ownership of less than three (3%) of the outstanding stock of any publicly traded entity; (y) continued operation of the Retained Businesses as such Retained Businesses are operated as of the Closing Date, and (z) the acquisition, ownership and operation of any assets, entities or businesses that compete with the Distribution Business (an “After-Acquired Business”), solely to the extent that (I) such After-Acquired Business is acquired by Seller after the Closing and is acquired in connection with a larger stock sale, asset sale, merger, consolidation or other business combination transaction in which the - 65 - revenues generated in the last full twelve (12) calendar months by the After-Acquired Business is no more than ten percent (10%) of the total revenues of the business acquired by Seller during the same time period and (II) the ownership and operation of any acquired assets, entities or business that compete with the Distribution Business remains consistent with the ordinary course of business past practice of such After-Acquired Business for the twelve (12) calendar month period prior to the consummation of such acquisition by the Seller Group.
Sample 1
Seller Non-Competition 
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Related to Seller Non-Competition

  • Confidentiality Non Competition Non Solicitation A. The Executive acknowledges that:

  • Non-Competition a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:

  • Non-Solicitation; Non-Competition (a) Executive agrees that, during the Term and until nine (9) months after the termination of his employment, Executive will not, directly or indirectly, including on behalf of any person, firm or other entity, employ or actively solicit for employment any employee of the Company or any of its Affiliated Entities, or anyone who was an employee of the Company or any of its Affiliated Entities within the nine (9) months prior to the termination of Executive’s employment, or induce any such employee to terminate his or his employment with the Company or any of its Affiliated Entities.

  • Non-Competition; Non-Solicitation; Non-Disparagement Arrow and its Affiliates are engaged in the businesses of banking, lending, trust operations and providing financial, property, casualty and health insurance and investment adviser services and products (collectively, the “Business”). As a senior executive, Executive provides services that are unique, special and/or extraordinary to the Business in which Arrow and its Affiliates engage, and have access to and will learn of trade secrets of Arrow and its Affiliates and confidential information pertaining to their customers. The provisions of Paragraphs 9 and 10 are agreed by the parties to be reasonable and necessary to protect the goodwill of Arrow’s and its Affiliates’ Business, the good will of special/long-term customer relationships, Arrow’s and its Affiliates’ confidential information and trade secrets (including but not limited to information concerning their customers, marketing studies, marketing strategies, acquisition plans, costs, personnel and financial performance) and confidential customer information and to protect against unfair competition by an employee whose services are special, unique and/or extraordinary to the Business of Arrow and its Affiliates and their long-term success. Accordingly, the Executive agrees as follows:

  • Confidentiality, Non-Competition and Non-Solicitation Employee agrees, as a condition to Employee’s employment with the Company, to execute the Company’s standard form of Employee Non-Disclosure, Invention Release and Non-Competition Agreement attached hereto as Exhibit A.

  • Non-Competition; Non-Solicitation Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:

  • Non-Competition, Non-Solicitation and Non-Disparagement (a) The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential Information. The Executive agrees that, during the Term and during such period of time after the Term that the Executive continues to receive his salary and benefits without interruption from the Company during the Termination Benefits Period (as defined hereinafter), other than in the event that the Executive is terminated for Cause, in which case he will remain subject to this provision even in the absence of receiving any further salary or benefits, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of in which the Company does business. The Executive acknowledges that, due to the nature of the Company’s business, the loss of any of its clients or the improper use of its Confidential Information could create significant instability and cause substantial damage to the Company and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development, marketing and sale of “over-the-counter”, homeopathic and dietary supplement products. Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be deemed to prohibit the Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation.

  • Confidentiality, Non-Solicitation and Non-Competition The Executive agrees that:

  • Non-Solicitation and Non-Competition Ancillary to the agreements to provide Executive with the Confidential Information as set forth above, and in order to aid in the enforcement of those agreements, Executive agrees that, during the Term and for a period of two (2) years after the termination of Executive’s employment with the Company (or, in the event Executive is entitled to the payments and benefits described in Section 4.3(c) for a period of one (1) year after termination of Executive’s employment with the Company) (as applicable, the “Prohibited Period”), he will:

  • Non-Competition and Non-Solicitation In consideration of the salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period of one (1) year following the termination of the Employment for whatever reason:

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