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. 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 partial consideration of the payment of the Purchase Price, Sellers covenant and agree that for a period of one year commencing upon the Closing Date, Sellers shall not, directly or indirectly, (i) engage in, carry on, manage, operate, perform or control the management or operation of a car wash in any portion of the territories in which Car Wash Business is presently located (the "Restricted Territory"), 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 car wash or truck wash in the Restricted Territory. Notwithstanding the foregoing provision of Section 5.11(a), Sellers may engage in, carry on, manage, operate, perform or control the management or operation of any Location that Purchaser does not acquire under this Agreement.
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. EXECUTION VERSION
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.
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.
Sellers Covenant Not to Compete. In order to induce the Purchaser to purchase the shares of the Business, the Seller hereby agrees that until the second anniversary of the closing under this Agreement, he will not, individually or together with any one or more other persons or entities, directly or indirectly, engage in or have any ownership interest in any person, firm, corporation, partnership, association, agency or business (whether as principal, agent, holder of any equity security or other instrument convertible into an equity security, employee, consultant or otherwise) that engages in a business similar to or competitive with the business currently conducted by the Business and which is located or operated within the same state as any current location of the Business or any place where the Business has customers, or such other geographical area as a court of competent jurisdiction would deem reasonable. The Sellers agree that the period provided for and the area encompassed in this Section are necessary and reasonable in order to protect the Purchaser and the Business in the conduct of the Business' operation and are also as consideration for the Purchaser's agreements in Section B. For the period set forth in this Section, the Sellers, and each of them, hereby further agree not to divulge, communicate, or use to the detriment of the Business or the Purchaser, in any way, any confidential information or trade secrets of the Business, including, without limitation, personnel information, secret processes, know-how, customer lists, costs information and technical data. The Sellers acknowledge that the restrictions contained herein are reasonable and necessary to protect the business and interest which the Purchaser is acquiring pursuant to this Agreement and are also as consideration for the Purchaser's agreements in Section B, and that any violation of these restrictions will cause substantial irreparable injury to the Business and the Purchaser. The Sellers therefore hereby agree that the Business, the Purchaser, or any one or more of them, are entitled, in addition to any and all other remedies, to preliminary and permanent injunctive relief to prevent a breach or contemplated breach of this Section. The existence or any claim or cause of action against the Business or the Purchaser, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Business or the Buyer of the restrictions contained in this Section. Notwithstanding the ...
Sellers Covenant Not to Compete. In order to allow Purchasers to realize the full benefit of its bargain in connection with the purchase of the NSI Stock, each of the Sellers will not at any time for a period of time commencing on the Closing Date and ending three (3) years following the Closing Date, directly or indirectly, acting alone, as a member of a partnership or through an entity such as, but not limited to, Servicio Partes y Componentes Para Computacion, S.A. de C.V. ("Serpcco") :
Sellers Covenant Not to Compete. (a) For a period of three (3) years following the Closing Date (the 'Effective Time'), the Company and the Parent, jointly and severally, covenant and agree that they, and each of their subsidiaries (each a 'Covenantor' and jointly, the Covenantors in this SECTION 8):
Sellers Covenant Not to Compete. Sellers agree that, from the date ------------------------------------- hereof until one year after the Closing Date, they will not, and will cause their Affiliates (other than the Alaska Entities prior to Closing) not to, own, manage, operate, promote or have any interest in (other than passive ownership of less than 10% of the equity interests of any publicly-held entity in which they do not have any board representation and do not have any positive or negative governance rights other than pro rata voting rights) or provide consulting or advisory services to any other corporation, entity or other Person engaged in the provision of any telecommunications services within the State of Alaska (provided Sellers and their Affiliates may provide such services to a Person not more than 10% of whose revenues are generated in the State of Alaska to the extent such consulting or advisory services are not provided primarily with or for the benefit of such Alaska related telecommunications services). Sellers agree that such restrictive covenant is reasonable in scope both in duration and geographic coverage. This covenant may be specifically enforced by Buyer.
