SELLER'S COVENANTS NOT TO COMPETE Sample Clauses

SELLER'S COVENANTS NOT TO COMPETE. Except as otherwise consented to or approved in writing by Purchaser, Seller shall not, at any time for a period of five years following the Closing Date, directly or indirectly, acting alone or as a member of a partnership, as a holder of any security, as a contributor of funds, as an agent, owner in full or in part, advisor, consultant to or representative of, any Person: (a) engage in any business in competition with the Business or any other business of Purchaser relating to the operation of juvenile treatment programs and educational programs and/or facilities in the United States; or (b) request any present or future customer or supplier of the Business to curtail or cancel its business with Purchaser in respect to the Business; or (c) unless otherwise required by law, disclose to any person, firm or corporation any details of organization or business affairs of the Business, any names of past or present customers of Seller or any other nonpublic information concerning the Business; or (d) induce or attempt to influence any employee of Purchaser engaged in the conduct of the Business to terminate his or her employment; or (ii) at any time following the date hereof, disclose to any person, firm or corporation any trade, technical or technological secrets used by the Business or any other knowledge or information of a confidential nature (which knowledge and information is not otherwise in the public domain) with respect to the Business. Seller acknowledges that this covenant not to compete is being provided as an inducement to Purchaser to acquire the Acquisition Assets and that this ARTICLE XII contains reasonable limitations as to time, geographical area and scope of activity to be restrained and no broader than necessary to protect legitimate business interests of Purchaser directly or indirectly associated with the transactions pursuant to this Agreement. Seller acknowledges that, in the event the scope of the covenants set forth in this ARTICLE XII is deemed to be too broad in any court proceeding, the court may reduce such scope to that which it deems reasonable under the circumstances. The parties hereto agree and acknowledge that Purchaser does not have any adequate remedy at law for the breach or threatened breach by Seller of the covenants and agreements set forth in this ARTICLE XII and, accordingly, Seller further agrees that Purchaser may, in addition to the other remedies which may be available to it hereunder, file a suit in equity (wit...
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SELLER'S COVENANTS NOT TO COMPETE. In order to allow Buyer to realize the full benefit of its bargain in connection with the purchase of the Stock and the payment by Buyer of $30,000 to each of them at Closing, Alan Xxxxx Xxxxxx, Xxomxx Xxxxx Xxxpxx xxx Willxxx X. Xxxxxx, XXI will not at any time for a period of three years following the Closing Date, 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 Business as conducted by the Company, at the date hereof in those geographic areas in which such Business is conducted or has been conducted within five years prior to the Closing Date; or (b) request any present or future customer or supplier of the Company or of the Business as conducted by Buyer to curtail or cancel its business with the Company or the Buyer; or (c) unless otherwise required by law, disclose to any person, firm or corporation any details of organization or business affairs of the Company or the Business, any names of past or present customers of the Company or any other non-public information concerning the Business or the Company; or (d) induce or attempt to influence any employee of Buyer or the Company assigned to the conduct of the Business to terminate his or her employment.
Sample 1
SELLER'S COVENANTS NOT TO COMPETE. (a) In order to allow Buyer to realize the full benefit of its bargain in connection with the purchase of the Purchased Assets, neither the Seller nor its Affiliates will, at any time, for a period of one year following the Closing Date, 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 representative of, any corporation or other business entity undertake the following as the same pertains to the Area of Operations (as defined below): (i) engage in any business in competition with the business conducted by Buyer's Affiliate, Unit Drilling Company; (ii) directly or indirectly, (i) induce or attempt to induce any employee of the Buyer or Unit Drilling Company to leave the employ of the Buyer or Unit Drilling Company, (ii) in any way interfere with the relationship between the employer and any employee of the Buyer or Unit Drilling Company, (iii) induce or attempt to induce any customer, supplier, licensee, or business relation of the Buyer or Unit Drilling Company to cease doing business with the Buyer or Unit Drilling Company or in any way interfere with the relationship between any customer, supplier, licensee, or business relation of the Buyer or Unit Drilling Company; and (iii) directly or indirectly, either for itself or any other Person, solicit the business of any Person known to Seller to be a customer of the Buyer or Unit Drilling Company whether or not Seller had personal contact with such person, with respect to activities or services which complete in whole or in part with the services or activities of the Buyer or Unit Drilling Company; (b) The provisions of this Section 9.15 shall not be applicable to any (i) drilling rigs that may be acquired by Seller pursuant to a merger, consolidation or agreement to acquire all of the assets and business of a company whose principal business is not domestic contract drilling for oil and gas between Seller and a non Affiliate subsequent to the Closing Date, or (ii) barge rig operations. (c) Seller acknowledges that in the event the scope of the covenants set forth in this Section 9.15 are deemed to be too broad in any Proceeding, the court or arbitrator may reduce such scope to that which it deems reasonable under the circumstances. The parties hereto agree and acknowledge that Buyer would not have any adequate remedy at law for the breach or threatened breach by Seller or any of its Affiliates of the covenants and ag...
Sample 1
SELLER'S COVENANTS NOT TO COMPETE. Except as otherwise consented to or approved in writing by Purchaser, neither Seller nor any officer or director of Seller will (i) at any time for a period of five (5) years following the Closing Date, directly or indirectly, acting alone or as a member of a partnership, as a shareholder of any security, as an agent, owner in full or in part, advisor, consultant to or representative of, any Person: (a) engage in any business in competition with the Business or any other business operation of Purchaser in the adult or juvenile prison, substance abuse/chemical dependency or halfway-house construction or management field in the State of Texas; or (b) request any present or future customer or supplier of the Business to curtail or cancel its business with Purchaser in respect to the Business; or (c) unless otherwise required by law, disclose to any person, firm or corporation any details of organization or business affairs of the Business, any names of past or present customers of Seller or any other nonpublic information concerning the Business; or (d) induce or attempt to influence any employee of Purchaser engaged in the conduct of the Business to terminate his or her employment; or
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SELLER'S COVENANTS NOT TO COMPETE 
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Related to SELLER'S COVENANTS NOT TO COMPETE

  • Covenants Not to Compete No Initial Stockholder, employee, officer or director of the Company is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.

  • Seller’s Covenants Section 4.01. Covenants of the Seller.........................................................15 ARTICLE V SERVICING Section 5.01. Servicing.......................................................................16

  • Covenant Not to Compete (a) Each of Parent and Seller agrees that for a period of 3 years after the Closing Date neither of them nor any of their respective Affiliates shall, directly or indirectly, for himself, herself or itself, or on behalf of any other person, firm, entity or other enterprise, be employed by, be an officer, director or manager of, act as a consultant for, be a partner in, have a proprietary interest in, or loan money to any person, enterprise, partnership, association, corporation, limited liability company, joint venture or other entity which is directly or indirectly in the business of owning, operating or managing any mobile radiological, EKG, or any other business currently conducted by Seller (the "Applicable Businesses"), now or hereafter competitive with any such Applicable Business of Buyer (including, without limitation, the Business), IHS or any of their respective Affiliates, located in any state in which Buyer, IHS or Seller is currently conducting such business; provided, however, that nothing contained herein shall restrict Seller from performing its obligations under any Temporary Excluded Contracts as provided in Section 1.4(c) or restrict Parent or any of its Affiliates from operating or owning any of their existing businesses or investments or renting or leasing any equipment, provided that they do not expand into the foregoing prohibited activities. The restrictions contained in this Section 5.5 (other than the confidentiality provisions) shall not be binding upon any third party purchaser of Parent, or of any assets, stock, division or business unit of Parent or of any Affiliate of Parent. (b) Seller and Parent represent and warrant that there are no employees, consultants or agents of Parent having expertise in the operation of the Applicable Business or having a relationship with any customers of the Applicable Business. Notwithstanding anything to the contrary contained in this Agreement, the foregoing representation and warranty and all indemnification rights with respect thereto shall not expire until the date that is three (3) years after the date hereof. (c) Seller and the Parent hereby agree that, for a period of three (3) years following the date hereof, without the express written consent of IHS, none of Seller, the Parent and their respective Affiliates will directly or indirectly, for themselves or on behalf of any other person, firm, entity or other enterprise: (i) solicit any client, facility or patient who, prior to the date hereof, was a client, facility or patient of Seller with respect to the Applicable Business; or (ii) hire, entice away or in any other manner persuade any employee, consultant, representative or agent who was an employee, consultant, representative or agent of Seller prior to the date hereof, to alter, modify or terminate their relationship with Buyer or IHS. (d) The Parent and Seller each acknowledges that the restrictions contained in this Section 5.5 are reasonable and necessary to protect the legitimate business interests of Buyer and IHS and that any violation thereof by either of them would result in irreparable harm to Buyer and IHS, and that damages in the event of such a breach will be difficult, if not impossible, to ascertain. Accordingly, the Parent and Seller each agrees that upon the violation by it of any of the restrictions contained in this Section 5.5, Buyer and IHS shall be entitled to obtain from any court of competent jurisdiction a preliminary and permanent injunction as well as any other relief provided at law, equity, under this Agreement or otherwise, without the necessity of posting any bond or other security whatsoever. In the event any of the foregoing restrictions are adjudged unreasonable in any proceeding, then the parties agree that the period of time or the scope of such restrictions (or both) shall be adjusted to such a manner or for such a time (or both) as is adjudged to be reasonable. (e) The Parent and Seller each acknowledges that the covenants contained in this Section 5.5 are independent covenants and that any failure by the Buyer or IHS to perform its obligations under this Agreement shall not be a defense to enforcement of the covenants contained in this Agreement, including but not limited to a temporary or permanent injunction. (f) Seller and Parent agree to take any and all actions necessary, including, without limitation, commencement of legal proceedings, to enforce each of the non-competition agreements set forth on Schedule 1.4 (a) hereto upon the request of and in accordance with the instructions of Buyer. Seller and Parent shall not be required to advance or expend any funds in connection with their respective obligations under this subsection (f). Buyer shall indemnify and hold harmless Seller and Parent from any loss, liability, damage, cost and expense, including without limitation, reasonable legal fees and expenses, arising out of taking any such actions at Buyer's request. Buyer acknowledges that Seller intends to terminate all Excluded Contracts (not otherwise terminated); provided that Seller shall not shorten the non-competition provisions of such agreements in effect immediately prior to their termination.

  • Buyer’s Covenants Buyer hereby covenants as follows:

  • Purchaser’s Covenants THE PURCHASERS DO AND EACH OF THEM DOTH HEREBY COVENANT WITH THE VENDORS AND THE BUILDER as follows:

  • Exceptions to Covenants The Borrower shall not take any action or fail to take any action which is permitted as an exception to any of the covenants contained in any of the Loan Papers if such action or omission would result in the breach of any other covenant contained in any of the Loan Papers.

  • Owner’s Covenants 13.1. The Owner covenants the following to the Lessee: 13.1.1. That the Lessee shall peaceably hold and enjoy the Leased Apartment during the Term of this Agreement and the Owner shall not interrupt or interfere with the Lessee’s lawful occupation, enjoyment or use of the Leased Apartment other than in an emergency or in the normal and lawful process of exercising or implementing the Owner’s rights and obligations under this Agreement. 13.1.2. To keep the Leased Apartment, and the Owner’s contents (if any), insured for such sums and on such terms as the Owner feels appropriate against fire and other risks normally covered by a comprehensive property insurance policy and any other such risks as the Owner considers necessary from time to time. 13.1.3. Except as otherwise herein provided, to keep the Leased Apartment and all internal parts thereof in good and substantial structural condition. 13.1.4. To take reasonable steps to ensure that the Leased Apartment, the installations therein for supply of water and electricity, and for sanitation, are safe, in proper working order and in repair both at commencement of, and during the term of, this Agreement. 13.1.5. To take reasonable steps to ensure that all smoke alarms, and security equipment (e.g. security cameras, security alarm system, etc) are kept in proper working order and in repair throughout the duration of this Agreement. 13.1.6. That all consents necessary to enable the Owner to enter into this Agreement (whether from superior landlords, mortgagees, insurers or others) have been obtained.

  • Agreement Not to Compete (a) None of Trident and Athens NA or any member of their respective Groups, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, shall, for a period of three (3) years following the Closing Date, establish or acquire any new businesses that involve the sale of products or the provision of services that (i) with respect to Trident or Athens NA or any member of their respective Groups, compete with the Fountain Business or (ii) with respect to Fountain or any member of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”). (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, for purposes of this Section 5.2, the Trident Retained Business shall be deemed to exclude the Athens North American R/SB Business. (c) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transaction.

  • Pledgor’s Covenants At its own expense and until the Secured Obligations are fully discharged, Pledgor hereby undertakes as follows: (a) To give the Pledgor 10 (ten) day prior notice of any call for a Company shareholders' and/or board of directors' meeting and subscribe, fully pay in and give the Pledgor, within three (3) days of issuance, all certificates evidencing new shares issued by the Company which are subject to the Pledge granted hereby. Should the Pledgor fail to perform a share subscription obligation, Pledgor shall notify the Pledgee of such circumstance by means of the abovementioned notice, in order to enable the Pledgee, to exercise such rights in the name and on behalf of the Pledgor.; (b) Not to convey, assign, transfer or otherwise dispose by any cause or title of the Pledged Stock; (c) Not to grant further property rights in, pledges, liens and/or encumber the Pledged Stock or otherwise affect them to restrictions or charge them in any manner without the prior written consent of the Pledgee; (d) To furnish to the Pledgee all documents requested by it or by such other person as the Pledgee may appoint for perfection of the Pledge granted hereby, and do and perform such other acts as may prove necessary to maintain the perfected security interest; (e) Not to take or fail to take any action if such action might negatively affect any of the rights granted to the Pledgee hereunder, including, without limitation, any action or omission that may result in the Pledgor's interest participation decreasing to less than 80% (eighty per cent) of the capital of and voting rights in the Company; (f) Should Pledgor vote for or take any other action to obtain an increase in the capital of the Company, Pledgor shall subscribe and pay in such number of shares as may be appropriate in proportion to its respective interest participation in the Company's capital. (g) Not to call any meeting or vote on shareholders' meeting decisions aimed at effecting a merger, spin-off, dissolution or liquidation of the Company or an increase of its capital, issuance of new shares or exchange of existing ones, without the prior written consent of the Pledgee. (h) Not to approve, propose or vote the declaration and/or payment of distributions or dividends of the Company without the prior written consent of the Pledgee. (i) To ensure that the Company shall comply with all statutes, executive orders, ordinances and regulations applicable to it and to obtain and maintain in full force and effect all permits, licenses, certificates, and authorizations necessary for any activities and or transactions to be carried out by it. (j) Not to amend the Company's by-laws or other governing and constitutive documents without the prior written consent of the Pledgee. (k) Not to execute shareholders' agreements or voting trusts agreements or otherwise restrict the voting rights of the Pledged Stock, without the prior written consent of the Pledgee.

  • Release and Covenant Not to Xxx Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Document.

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