Sellers Covenant Not to Compete. Sellers hereby covenant that at all times from the Closing Date until the fifth (5th) anniversary of the Closing Date, Sellers and their Affiliates shall not, directly or indirectly, own, operate, develop, construct, lease, manage, finance, control or otherwise be affiliated with an acute care hospital or ambulatory or other type of surgery center, emergency or outpatient care facility, medical office building or physician practice, other ancillary healthcare or physician services of the nature provided by each Hospital, or ACO, within a thirty (30)-mile radius of each Hospital’s primary location without Buyers’ or TGH’s prior written consent (which Buyers may withhold in their sole and absolute discretion); provided, however, that the foregoing restriction shall not apply with respect to ACO activities of Sellers or their Affiliates through December 31, 2023. In the event of a breach of this Section 9, Sellers recognize that monetary damages shall be inadequate to compensate Buyers and Buyers shall be entitled, without the posting of a bond or similar security, to an injunction restraining such breach, with the reasonable costs (including reasonable attorneys’ fees) of securing such injunction to be borne by Sellers. Nothing contained herein shall be construed as prohibiting Buyers from pursuing any other remedy available to them for such breach or threatened breach. All parties hereto hereby acknowledge the necessity of protection against the competition of Sellers and their Affiliates and that the nature and scope of such protection has been carefully considered by the parties. Sellers further acknowledge and agree that the covenants and provisions of this Section 9 form part of the consideration under this Agreement and are among the inducements for Buyers entering into and consummating the transactions contemplated herein. The period provided and the area covered are expressly represented and agreed to be fair, reasonable and necessary. The consideration provided for herein is deemed to be sufficient and adequate to compensate for agreeing to the restrictions contained in this Section 9. If, however, any court determines that the foregoing restrictions are not reasonable, such restrictions shall be modified, rewritten or interpreted to include as much of their nature and scope as will render them enforceable.
Sellers Covenant Not to Compete. (a) In furtherance of the transactions contemplated by this Agreement and in order to secure the interests of the parties hereto, Seller agrees that it will not, for a period of seven (7) years from the Closing Date, directly or indirectly, for itself or on behalf of or in conjunction with any other person sell an Econazole Nitrate Cream 1% product anywhere in the Territory. Notwithstanding the foregoing, in the event that Seller is acquired by a company that prior to the time of the acquisition is in the business of selling an Econazole Nitrate Cream 1% product, the acquisition of Seller by such company (and such parent company’s subsequent continued sale of an Econazole Nitrate Cream 1% product) shall not constitute a breach of this covenant not to compete. The provisions of this Section 5.4(a) shall no longer apply to Seller in the event that Buyer defaults in its obligation to pay the Milestone Payment (if and when due) and for so long as such default is continuing. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended.
(b) It is expressly understood and agreed that, if any of the agreements contained in this Section 5.4 are for any reason found to be unenforceable in an action, suit or proceeding before any federal or state court, such court (i) shall narrow the covenant not to compete or shall otherwise endeavor to reform the scope of such agreements in order to ensure that the application thereof is not unreasonably broad, oppressive or unenforceable and (ii) to the fullest extent permitted by law, shall enforce such agreements as so reformed.
(c) All of the covenants in this Section 5.4 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Seller against Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of such covenants. The covenants contained in Section 5.4 shall not be affected by any breach of any other provision hereof by any party hereto and shall have no effect if the transactions contemplated by this Agreement are not consummated.
(d) Seller and Buyer hereby agree that the covenants set forth in this Section 5.4 are a material and substantial part of the transact...
Sellers Covenant Not to Compete. Sellers hereby covenant that at all times from the Closing Date until the fourth (4th) anniversary of the Closing Date, Sellers and their Affiliates shall not, directly or indirectly, own, operate, develop, construct, lease, manage, finance, control or otherwise be affiliated with an acute care hospital or ambulatory or other type of surgery center, emergency or outpatient care facility, medical office building or physician practice, or other ancillary healthcare or physician services of the nature provided by the Hospital within a thirty (30)-mile radius of the Hospital’s primary location without Buyers’ or HHCS’s prior written consent (which Buyers may withhold in their sole and absolute discretion). In the event of a breach of this Section 9, Sellers recognize that monetary damages shall be inadequate to compensate Buyers and Buyers shall be entitled, without the posting of a bond or similar security, to an injunction restraining such breach, with the reasonable costs (including reasonable attorneys’ fees) of securing such injunction to be borne by Sellers. Nothing contained herein shall be construed as prohibiting Buyers from pursuing any other remedy available to them for such breach or threatened 45
Sellers Covenant Not to Compete. (a) In order that the Purchaser may have and enjoy the full benefit of the Assets Sold and in consideration of the amount allocated to the Covenant Not to Compete as set forth on Schedule 4.1(c) the Seller --------------- agrees that neither the Seller nor any Person which is an Affiliate of the Seller on the date hereof or at any time hereafter or otherwise becomes an Affiliate of the Seller or its Affiliates (except for any Affiliate who acquires control of the Seller after the date hereof) (collectively, the "Bound Parties") will, except as specifically set forth below, for the period from the Closing Date until the later of (a) the third anniversary of the Closing Date or (b) one year after termination of the Marketing Alliance Agreement (the "Non-Compete Period"), solicit or accept Merchant Business or acquire control of any Person carrying on a Merchant Business in the Territory.
(b) In the event that, during the Non-Compete Period, the Seller shall acquire a Person that has a Merchant Business or shall amalgamate with a Person that has a Merchant Business, then and, in such event, the Seller or the amalgamated entity shall be obligated to sell or otherwise divest itself of such Merchant Business within one year after the date of such acquisition or amalgamation. Such sale or divestiture shall be subject to Purchaser's rights set forth in Section 5.2(d) below. Notwithstanding the foregoing, during the time period between the date of the acquisition or amalgamation and the subsequent sale or divestiture, the Seller or the amalgamated entity shall be allowed to continue to operate such acquired Merchant Business, but all referrals for new Merchant Business shall be referred to the Purchaser in accordance with the provisions of the Marketing Alliance Agreement.
Sellers Covenant Not to Compete. (a) For a period of five (5) years from and after the Effective Time, Seller shall not, and Seller shall cause each of its Affiliates not to, directly or indirectly, (i) in any manner engage in, either alone or with any Person, any Competitive Activity in the Geographic Area or (ii) aid or abet, give information or financial assistance to, or become associated with any Person with respect to a Competitive Activity in any Geographic Area; provided, however, that (A) Seller and its Affiliates may acquire and own any interests in Persons that engage in Competitive Activities so long as such interests in the aggregate constitute less than 5% of such Person’s voting securities, (B) Seller and its Affiliates may acquire any Person engaged in a Competitive Activity (i) if the consolidated annual net revenues for such Person’s most recently completed fiscal year from the Competitive Activities are less than $100 million, so long as such Person is not primarily engaged in the Competitive Activities or (ii) if the consolidated annual net revenues for such Person’s most recently completed fiscal year from the Competitive Activities are greater than $100 million, so long as such Person is not primarily engaged in the Competitive Activities and Seller agrees to use its best efforts to, as promptly as practicable within a reasonable period of time after the date of acquisition, dispose of substantially all of the assets, properties or businesses of such Person that engaged in the Competitive Activities and (C) Seller and its Affiliates may perform their respective obligations under the Collateral Agreements.
(b) If the covenant set forth in Section 5.7(a) is determined by any court to be unenforceable by reason of its extending for too great of a period of time or over too great a geographic area, or by reason of its being too extensive in any other respect, such covenant shall be interpreted to extend only for the longest period of time and over the greatest geographic area, and to otherwise have the broadest application as shall be enforceable. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, which shall continue in full force and effect. Without limiting the foregoing, the covenants contained herein shall be construed as separate covenants, covering their respective subject matters, with respect to each of the separate cities, counties and states of the United States, and each other country...
Sellers Covenant Not to Compete. For a period of five (5) years from and after the Closing Date, Seller and its Affiliates will not engage directly or indirectly (whether as a shareholder, partner, owner, manager, agent or otherwise) in the manufacture and/or sale of products or the performing of services of the type included within the Business on the Closing Date in the United States of America; provided, however, that ownership of less than 5% of the outstanding stock of any publicly traded corporation shall not be deemed to constitute engaging in any such business. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6(a) 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.
Sellers Covenant Not to Compete. Seller covenants not to sell, directly or indirectly, in the Territory any generic to the Products until after the third annual anniversary of the Closing Date, provided that in the event Seller or any of its Affiliates merges with, acquires, or is acquired by any other business that, prior to such merger or acquisition was selling any generic to any of the Product(s) in the Territory, then Seller shall be permitted to continue selling such generic to the Product(s) in unlimited quantities notwithstanding anything in this Agreement to the contrary. The Supply Agreement between Seller and Berlex Laboratories by which Seller has agreed to supply Berlex with its requirements of the monophasic oral contraceptive product equivalent to the Nordette(R) Product shall be deemed not to be a breach of Seller's covenant not to compete. In the event that Seller merges with, acquires or is acquired by any other business selling any generic to any of the Product(s), Seller shall promptly notify Buyer in writing if and when Seller determines to sell or outlicense any such generic product. Buyer shall have sixty (60) days from the date such notice is given to make a written proposal to Seller for the acquisition of rights to such generic product(s). If Buyer provides such notice to Seller within such sixty (60) days, the Parties shall negotiate in good faith the terms and conditions of an agreement for Buyer's acquisition of rights to such generic product(s). In the
Sellers Covenant Not to Compete. Except as provided in Section 11.03, for a period of 42 months from and after the Closing Date, Seller shall not, and shall cause each of its subsidiaries not to, (a) engage in, directly or indirectly, or (b) acquire all or any part of any business or any person (whether through the acquisition of assets, securities or other ownership interests, the effecting of a merger, consolidation, share exchange, business combination, reorganization or recapitalization or other similar transaction) that is engaged in, the creation, design, development, production, assembly, manufacture, lease (to third parties), license (to third parties) or sale of any telepathology, virtual microscopy or automated imaging instruments (including Sellers’ ACIS® systems), or any similar image analysis instruments, (the “Competitive Activities”) within the Geographical Area; provided, however, that (i) Seller and its subsidiaries may own as an investment, directly or indirectly, securities of any corporation or other entity engaged in the Competitive Activities if Seller and its subsidiaries do not, directly or indirectly, beneficially own in the aggregate more than 2% of the outstanding shares of, or otherwise control, such entity and (ii) Seller and its subsidiaries may acquire any corporation or other entity or business engaged in Competitive Activities within the Geographic Area if such Competitive Activities are ancillary, incidental and not material to the entity or business being acquired. For purposes of this Agreement, “Geographical Area” shall mean the United States, Canada, Europe, Australia, New Zealand, Japan, the People’s Republic of China, Morocco, Egypt, Libya, Bahrain, Kuwait, Jordan, Syria, Oman, Yemen, Qatar, Iran, Sudan, Kingdom Saudi Arabia, UAE and all other geographical regions in which Dako sells it products.
Sellers Covenant Not to Compete. In order to allow Purchaser to realize the full benefit of its bargain in connection with the purchase of the MSN Shares, the Sellers will not at any time for a period of four years following the Closing Date (the "RESTRICTED PERIOD"), directly or indirectly, acting alone or as a member of a partnership or as a holder of in excess of 5% of any security of any class, or as a consultant to or representative of, any corporation or other business entity,
(a) engage in any business in competition with the MSN Business as conducted by the Sellers or MSN at the date hereof in those geographic areas in which the MSN Business is conducted or has been conducted within one year prior to the Closing Date; or
(b) request any present or future customer or supplier of the Sellers or of the MSN Business as conducted by Purchaser to curtail or cancel its business with Purchaser; or
(c) unless otherwise required by law, disclose to any person, firm or corporation any details of organization or business affairs of MSN or the MSN Business, any names of past or present customers of MSN, or any other non-public information concerning the MSN Business or MSN; or
(d) induce or attempt to influence any employee of the Purchaser or MSN assigned to the conduct of the MSN Business to terminate his or her employment.
1. Notwithstanding any provision to the contrary contained in this Agreement, if MSN terminates the employment of Seller on or before the second anniversary of the date of this Agreement for any reason other than for "just cause" (as defined in each Seller's Employment Agreement), then the "Restricted Period" shall terminate six months after such termination of employment.
Sellers Covenant Not to Compete. Seller acknowledges and recognizes the highly competitive nature of the Business and Purchaser's business and the goodwill, continued patronage and specifically the names and addresses of the Business's and Purchaser's Clients (as defined herein) constitute a substantial asset of Purchaser having been acquired through considerable time, money and effort. Accordingly, Seller agrees that, for a period of two years following the Closing Date, within the Restricted Area (as defined herein), Seller will not, directly or indirectly, (i) individually, or in conjunction with others, whether as an officer, director, proprietor, employer, employee, partner, independent contractor, investor (other than as a holder solely as an investment of less than five percent (5%) of the equity of an entity), consultant, advisor, agent or otherwise, engage in any Business Activities (as defined herein); (ii) compete with Purchaser by soliciting, inducing or influencing any of Purchaser's or the Business's Clients to discontinue or reduce the extent of such Client's relationship with Purchaser and/or the Business; (iii) recruit, solicit or otherwise influence any employee or agent of Purchaser or the Business to discontinue such employment or agency relationship; (iv) employ or seek to employ, or cause or permit any business which engages in any Business Activities of Seller or the Business (the "Competitive Business") to employ or seek to employ for any Competitive Business, any person who is then, or was at any time within six months prior to the date Seller or Competitive Business employs or seeks to employ such person, employed by Purchaser or the Business; and (v) interfere with, disrupt, or attempt to interfere with or disrupt, any past, present or prospective relationship, contractual or otherwise, between Purchaser or the Business and any customer, employee or agent of Purchaser or the Business. For the purposes of this SECTION 11.1, Purchaser shall include any and all subsidiaries, affiliates, successors and assigns of Purchaser or the Business.
