Common use of Sellers Covenant Not to Compete Clause in Contracts

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 Seller hereby covenant covenants that at all times from the Closing Date until the fifth third (5th3rd ) anniversary of the Closing Date, Sellers Seller and their its Affiliates shall not, directly or indirectly, own, operate, develop, construct, lease, manage, finance, control own or otherwise be affiliated with operate an acute care hospital or ambulatory or other type of surgery center, center or emergency or outpatient care facility, medical office building or physician practice, other ancillary healthcare or physician services facility within a thirty-five (35) mile radius of any of the nature provided by each Hospital, or ACO, within a thirty (30)-mile radius of each Hospital’s primary location Hospitals without Buyers’ or TGHBuyer’s prior written consent (which Buyers Buyer may withhold in their its 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 Seller recognizes that monetary damages shall be inadequate to compensate Buyers Buyer and Buyers Buyer 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 SellersSeller. Nothing contained herein shall be construed as prohibiting Buyers Buyer from pursuing any other remedy available to them it for such breach or threatened breach. All parties hereto hereby acknowledge the necessity of protection against the competition of Sellers Seller and their its Affiliates and that the nature and scope of such protection has been carefully considered by the parties. Sellers Seller further acknowledge acknowledges and agree agrees that the covenants and provisions of this Section 9 form part of the consideration under this Agreement and are among the inducements for Buyers Buyer 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 Seller hereby covenant covenants that at all times from the Closing Date until the fifth second (5th2nd) anniversary of the Closing Date, Sellers Seller and their its Affiliates shall not, directly or indirectly, own, operate, develop, construct, lease, manage, finance, control lease or otherwise be affiliated with manage an acute care hospital or ambulatory or other type of surgery center, emergency center or outpatient care facility, medical office building any other business or physician practice, other ancillary healthcare or physician services of facility that competes with the nature provided by each Hospital, or ACO, Facilities within a thirty forty (30)-mile 40) mile radius of each Hospital’s primary location of the Hospitals without Buyers’ or TGHBuyer’s prior written consent (which Buyers Buyer may withhold in their its 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 Seller recognizes that monetary damages shall be inadequate to compensate Buyers Buyer and Buyers Buyer 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 SellersSeller. Nothing contained herein shall be construed as prohibiting Buyers Buyer from pursuing any other remedy available to them it for such breach or threatened breach. All parties hereto hereby acknowledge the necessity of protection against the competition of Sellers Seller and their its Affiliates and that the nature and scope of such protection has been carefully considered by the parties. Sellers Seller further acknowledge acknowledges and agree agrees that the covenants and provisions of this Section 9 form part of the consideration under this Agreement and are among the inducements for Buyers Buyer 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 Seller hereby covenant covenants that at all times from the Closing Date until the fifth second (5th2nd) anniversary of the Closing Date, Sellers Seller and their its Affiliates shall not, directly or indirectly, own, operate, develop, construct, lease, manage, finance, control lease or otherwise be affiliated with manage an acute care hospital or ambulatory or other type of surgery center, emergency center or outpatient care facility, medical office building any other business or physician practice, other ancillary healthcare or physician services of facility that competes with the nature provided by each Hospital, or ACO, Facilities within a thirty forty (30)-mile 40) mile radius of each Hospital’s primary location of the Hospitals without Buyers’ or TGH’s Buyer's prior written consent (which Buyers Buyer may withhold in their its 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 Seller recognizes that monetary damages shall be inadequate to compensate Buyers Buyer and Buyers Buyer 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 SellersSeller. Nothing contained herein shall be construed as prohibiting Buyers Buyer from pursuing any other remedy available to them it for such breach or threatened breach. All parties hereto hereby acknowledge the necessity of protection against the competition of Sellers Seller and their its Affiliates and that the nature and scope of such protection has been carefully considered by the parties. Sellers Seller further acknowledge acknowledges and agree agrees that the covenants and provisions of this Section 9 form part of the consideration under this Agreement and are among the inducements for Buyers Buyer 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 partial consideration of the payment of the Purchase Price, Sellers hereby covenant and agree that at all times from the Closing Date until the fifth (5th) anniversary for a period of one year commencing upon the Closing Date, Sellers and their Affiliates shall not, directly or indirectly, own(i) engage in, carry on, manage, operate, developperform 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"), constructor (ii) own any equity interest in any Person that is engaged in, leasecarries 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, financeoperate, perform or control the management or otherwise be affiliated with an acute care hospital or ambulatory or other type operation 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 any Location that Purchaser does not acquire under this Agreement. (30)-mile radius of each Hospital’s primary location without Buyers’ or TGH’s prior written consent (which Buyers may withhold in their sole b) Purchaser 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 compliance with 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 95.11 is necessary to protect Purchaser and that a breach of any such covenant would result in irreparable and continuing damage for which there would be no adequate remedy at law. IfSellers agree that in the event of any adjudicated breach of such covenant, however, Purchaser shall be entitled to injunctive relief and to such other and further relief as is proper under the circumstances. If any court of competent jurisdiction determines that any of the foregoing restrictions are not reasonablecovenants to be unenforceable with respect to the term thereof or the scope of the subject matter or geography covered thereby, then such restrictions covenant shall nonetheless be modified, rewritten enforceable by such court against Sellers or interpreted to include as much of their nature and other relevant Person upon such shorter term or within such lesser scope as will render them may be determined by the court to be reasonable and enforceable.

Sellers Covenant Not to Compete. Sellers (a) In consideration for the benefits the Seller (including Manager, MedCath Corporation and their Affiliates) will receive in connection with the transactions contemplated herein, which benefits are hereby covenant acknowledged, and as further consideration for, and as a condition to, the transactions contemplated hereby, and so that Buyer and its Affiliates shall receive and be able to maintain the benefit of the goodwill, trade secrets and confidential information which Seller enjoys and has enjoyed in connection with its operation of the Hospital, and recognizing that the covenants contained herein are not severable from the goodwill and are granted to Buyer to protect the same, and to otherwise protect the legitimate business interests of Buyer, Seller covenants and agrees that at all times from the Closing Date until the fifth (5th) anniversary of the Closing Date, Sellers Seller (including Manager, MedCath Corporation and their Affiliates Affiliates) shall not, directly or indirectly, except as a consultant or contractor to or of Buyer (or any Affiliate of Buyer), own, operate, develop, construct, lease, manage, finance, operate or control or otherwise be affiliated with an any acute care hospital hospital, specialty 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 center (any of the nature provided by each Hospital, or ACOsuch uses being referred to herein as a “Competing Business”), within a thirty (30)-mile 25-mile radius of each Hospital’s primary location the Hospital (the “Restricted Area”), without Buyers’ or TGHBuyer’s prior written consent (which Buyers Buyer may withhold in their its 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 911.14, Sellers recognize Seller recognizes that monetary damages shall be inadequate to compensate Buyers Buyer and Buyers Buyer 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 successfully securing such injunction to be borne by SellersSeller. Nothing contained herein shall be construed as prohibiting Buyers Buyer from pursuing any other remedy available to them it under this Agreement for such breach or threatened breach. All parties hereto hereby acknowledge the necessity of protection against the competition of Sellers Seller (including Manager, MedCath Corporation and their Affiliates Affiliates) and that the nature and scope of such protection has been carefully considered by the parties. Sellers Seller further acknowledge acknowledges and agree agrees that the covenants and provisions of this Section 9 11.14 form part of the consideration under this Agreement and are among the inducements for Buyers Buyer 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 911.14. 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. (b) Notwithstanding anything in this Section 11.14 to the contrary, a Person that enters into a Change in Control Transaction with MedCath Corporation or its Affiliates shall not be considered an assignee or successor of Seller or its Affiliates for purposes of this Section 11.14 or otherwise be bound by this Section 11.14. (c) Further, in no event shall any Person (other than an Affiliate of MedCath Corporation) that purchases one or more hospital facilities from MedCath Corporation or one of its Affiliates (by the acquisition of either the assets thereof or the equity securities of such Affiliate) in a transaction that is not a Change in Control Transaction, either be considered an assignee or successor of Seller or its Affiliates for purposes of this Section 11.14 or otherwise be bound by this Section 11.14.

Sellers Covenant Not to Compete. (a) In partial consideration of the payment of the Purchase Price, Sellers hereby covenant and agree that at all times from the Closing Date until the fifth (5th) anniversary for a period of one year commencing upon the Closing Date, Sellers and their Affiliates shall not, directly or indirectly, own(i) engage in, carry on, manage, operate, developperform 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"), constructor (ii) own any equity interest in any Person that is engaged in, leasecarries 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, financeoperate, perform or control the management or otherwise operation of any Location that Purchaser does not acquire under this Agreement. (b) Purchaser and Sellers acknowledge and agree that compliance with the covenants contained in this Section 5.11 is necessary to protect Purchaser and that a breach of any such covenant would result in irreparable and continuing damage for which there would be affiliated no adequate remedy at law. Sellers agree that in the event of any adjudicated breach of such covenant, Purchaser shall be entitled to injunctive relief and to such other and further relief as is proper under the circumstances. If any court of competent jurisdiction determines any of the foregoing covenants to be unenforceable with an acute care hospital respect to the term thereof or ambulatory the scope of the subject matter or geography covered thereby, then such covenant shall nonetheless be enforceable by such court against Sellers or other type of surgery centerrelevant Person upon such shorter term or within such lesser scope as may be determined by the court to be reasonable and enforceable. (c) Sellers further covenant and agrees that, emergency or outpatient care facility, medical office building or physician practice, other ancillary healthcare or physician services of without 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 9Purchaser, Sellers recognize will not, for a period of one year commencing upon the Closing Date, solicit for employment, as an employee, officer, agent, consultant, advisor, or in any other capacity whatsoever, any then-current employee of the Car Wash Business or any person who has been an employee of the Car Wash Business at any time within the six month period preceding such time. As used herein, "solicit" means contact or communicate in any manner whatsoever, including, but not limited to, contacts or communications by or through intermediaries, agents, contractors, representatives, or other parties, provided 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 nothing herein shall be construed as prohibiting Buyers to prohibit Sellers from pursuing (i) placing advertisements for employment that are aimed at the public at large in any newspaper, trade magazine, or other remedy available periodical in general circulation, or (ii) responding 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 any unsolicited inquiry 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 enforceablePurchaser employee concerning employment.