Seller’s Restrictive Covenants. 24.1 The Sellers and the Parent hereby agree that from the Completion Date and continuing for twenty-four (24) months from the Completion Date (the Restricted Period), they shall not and shall cause their Affiliates not to, directly or indirectly, as an agent, consultant, director, equity holder, manager, co-partner or in any other capacity, own, operate, manage, control, engage in, invest in, or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any Person), or otherwise assist any Person that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage anywhere in the countries in which any of the Group Companies is actively selling its products and services as of the date hereof in a business that (i) sources, processes and sells specialty and certified organic food ingredients used primarily in applications serving the natural and organic food industry; or (ii) that sources, processes and bottles organic or conventional not-from-concentrate organic and conventional orange juice, unflavored electrolyte water, and organic lemonades and other citrus juices (the Sellers' Restricted Business), provided, however, that nothing contained herein is intended to interfere with the Sellers or their Affiliates current business operations or shall be construed to prevent the Sellers or their Affiliates from (x) selling any ingredients as part of their current business operations, including but not limited to, fruit ingredients, sunflower ingredients, plant-based ingredients such as oat and soy, or beverages containing citrus and other juices that are not-from-concentrate organic and conventional orange juice, unflavored electrolyte water, and organic lemonades and other citrus juices, or (y) investing in the equity of any entity so long as the Sellers are not involved in the business of said entity and the Sellers and their Affiliates do not own more than 5% of the equity of such entity.
24.2 During the Restricted Period, the Sellers and the Parent shall not and shall cause their Affiliates not to, directly or indirectly, as agent, consultant, director, equity holder, manager, co-partner or in any other capacity without the prior written consent of the Purchaser, employ, engage, recruit or solicit for employment or engagement, any employee employed or engaged by the Group Companies in connection with the Sellers' Restri...
Seller’s Restrictive Covenants. (I) NONCOMPETITION. From and after the Closing Date, Seller shall not, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of any business operating under any name similar to "J&L
Seller’s Restrictive Covenants. Seller hereby covenants that at all times from the Closing Date until the third (3rd) anniversary of the Closing Date, Seller and its Affiliates (including the Seller Entities) shall not, directly or indirectly, own, lease, operate, develop, construct, provide financing to, manage or control an acute care hospital or ambulatory or other type of surgery center, an outpatient care facility or a physician practice, or provide services customarily incident to an acute care hospital or ambulatory or other type of surgery center, an outpatient care facility or a physician practice, or any other ancillary healthcare or physician services provided by the Facilities as of the Closing Date within a thirty (30) mile radius of the Hospital without Buyer’s prior written consent (which Buyer may withhold in its sole and absolute discretion); provided, however, that the foregoing covenant not to compete shall not apply to the Seller’s or its Affiliate’s ownership and operation of Plateau Medical Center in Oak Hill, West Virginia, together with certain related businesses including physician clinics and outpatient centers, in a manner and at locations consistent with their current operations. In the event of a breach of this Section 9, Seller recognizes that monetary damages shall be inadequate to compensate Buyer and Buyer shall be entitled, without the posting of a bond or similar security, to an injunction restraining such breach, with the costs (including attorneys’ fees) of securing such injunction to be borne by Seller. Nothing contained herein shall be construed as prohibiting Buyer from pursuing any other remedy available to it for such breach or threatened breach. All parties hereto hereby acknowledge the necessity of protection against the competition of Seller and its Affiliates and that the nature and scope of such protection has been carefully considered by the parties. Seller further acknowledges and agrees that the covenants and provisions of this Section 9 form part of the consideration under this Agreement and are among the inducements for 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 reaso...
Seller’s Restrictive Covenants. (a) For a period of eighteen (18) months following the Closing Date (the “Restricted Period”), the Seller shall not, and shall not authorize its Affiliates and Representatives to, (i) engage, either directly or indirectly, for its own account in any business which directly competes with the Business (a “Competing Business”); (ii) solicit, directly or indirectly, any Competing Business from any Person other than to or for the benefit of Buyer or an Affiliate of Buyer; (iii) invest, either directly or indirectly, in any Person engaged in any Competing Business; (iv) divert or entice away from Buyer the business or patronage of any client, or attempt to do so, in each case, it being understood that upon consummation of the Transactions, the Company shall be an Affiliate of Buyer; provided, that nothing contained in this Section 6.10 shall be deemed to prevent the Seller or any Affiliate thereof from owning less than two percent (2%) of a class of stock of a publicly-held corporation which is traded on a national securities exchange or in the over-the-counter market, so long as the Seller or such Affiliate, as applicable, with such ownership interest does not have any active participation in the business or management of such entity; provided further however that, nothing contained herein shall in any way impair, affect or otherwise apply to the rights, privileges and obligations of the Seller and the Company pursuant to that certain Blacksky Agreement.
(b) Without the written consent of Buyer, during the Restricted Period, the Seller shall not, and shall not authorize its Affiliates and Representatives to, directly or indirectly through any Person or contractual arrangement: (i) solicit, recruit or employ, or encourage, directly or indirectly, any Person who at any time on or after the date of this Agreement is an employee of the Company, or encourage any such employee to leave such employment; provided, that the foregoing shall not prohibit the Seller or its Affiliates or Representatives from soliciting any employee of the Company through a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at any employee of the Company; or (ii) solicit or entice, or attempt to solicit or entice, any customers, suppliers, launch providers, vendors, licensees, licensors, clients or distributors of the Company or the Business or potential customers, suppliers, launch providers, vendors, licens...
Seller’s Restrictive Covenants. Non-compete The Seller covenants and undertakes with and for the benefit of the Purchaser and each PMD Group Company that neither the Seller nor any member of the Seller’s Group will during the Restricted Period:
Seller’s Restrictive Covenants. 13.1.1 Each Seller covenants with the Purchaser (for so long as the Purchaser remains a direct or indirect wholly-owned subsidiary of the Guarantor) and each Group Company (for so long as such Group Company remains a direct or indirect wholly-owned subsidiary of the Guarantor) that it shall not, and it shall procure that SATS Ltd. and its subsidiaries shall not:
(i) in connection with any activity whatsoever, use or procure or permit the use of any Restricted Name. For the avoidance of doubt, nothing in this Clause 13 shall prohibit any Seller, SATS Ltd. or its subsidiaries from using any generic word(s) included within the definition of Restricted Name provided that such generic word(s) is, or are, not used in combination with “S Xxxxxxx”, “Xxxxxxx”, “Farmhouse Fare”, “The New Covent Garden Food Company”, “Sun-Ripe”, “Xxxxxxx’x”, “Get Fresh” or “Love Tub”; and
(ii) do or say anything which is intended to damage the reputation and goodwill of the Business, for the period commencing on the Completion Date and ending 10 years after Completion. Notwithstanding anything stated in this Clause 13.1.1, the Purchaser shall retain all right, title and interest in the Restricted Names and nothing in this Clause 13.1.1 shall be construed as granting the Sellers any license to use the Restricted Names after the expiry of the period set out in this Clause 13.1.1.
13.1.2 Each Seller covenants with the Purchaser (for so long as the Purchaser remains a direct or indirect wholly-owned subsidiary of the Guarantor) and each Group Company (for so long as such Group Company remains a direct or indirect wholly-owned subsidiary of the Guarantor) that it shall not, and it shall procure that SATS Ltd. and its subsidiaries shall not, during the Restricted Period, either on its own behalf or jointly with any other person, directly or indirectly:
(i) be engaged, concerned or interested in carrying on any Competing Business within the United Kingdom;
(ii) accept, approach, canvass or solicit the custom of any Customer or Potential Customer in competition with the Business within the United Kingdom;
(iii) to the detriment of the Business within the United Kingdom in a material respect, seek to contract with or engage any person who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to any Group Company at any time during the period of 12 months ending on the Completion Date; and
(iv) approach, canvass, solicit, engage ...
Seller’s Restrictive Covenants. 1 Section 5.07.Intellectual Property Matters 1 Section 5.08.Public Announcements 1 Section 5.09.Intercompany Matters 1
Seller’s Restrictive Covenants. 3. Parent agrees that, for a period commencing on the Closing Date and ending on the date that is 12 months after the Closing Date, Parent shall not, and shall cause its Subsidiaries not to, solicit for employment or hire any Business Employee listed on Section 5.06(a) of the Sellers Disclosure Schedules; provided that this Section 5.06(a) shall not prohibit the Sellers, Parent or any of their respective Subsidiaries from (%4) conducting a general solicitation or advertisement that is not specifically directed at Business Employees; (%4) soliciting for employment or hiring any individuals who have not been employed or engaged by any Company for a period of six months prior to the date such individuals were first solicited for employment or; soliciting for employment or hiring any individuals whose employment or engagement with any Company is terminated by (or who has been given notice of pending termination by) any Company.
(a) Parent agrees that, from the Closing Date until the second anniversary thereof, Parent shall not, and shall cause its Subsidiaries not to, engage, directly or indirectly, in any business that competes with the products currently sold or in production by the Business in those jurisdictions set forth on Section 5.06(b) of the Sellers Disclosure Schedule (a “Competing Business”); provided that nothing herein shall prohibit (%4) the acquisition by any Seller, Parent or any of their respective Subsidiaries of a diversified business having not more than fifteen (15)% of its sales (based on its latest annual financial statements) attributable to any Competing Business, (%4) the acquisition by any Seller, Parent or any of their respective Subsidiaries of a diversified business having more than fifteen (15)% of its sales (based on its latest annual financial statements) attributable to any Competing Business; provided that the applicable acquiror shall divest or otherwise cease to engage in such Competing Business or a portion thereof so that the Competing Business represents not more than fifteen (15)% of such diversified business’s sales (based on its latest annual financial statements), within 12 (12) months following consummation of such acquisition or (%4) the acquisition, holding or direct or indirect ownership by any Seller, Parent or any of their respective Subsidiaries, solely as an investment, of any voting stock, capital stock or other equity interest of any Person engaged in a Competing Business, so long as such ownership interes...
Seller’s Restrictive Covenants. In this clause, the following words and expressions shall have the following meanings:
Seller’s Restrictive Covenants
