SELLER’S RESTRICTIVE COVENANTS. Seller shall not, for a period of five (5) years beginning on the Closing Date, (i) operate, anywhere in the United States of America, a business that is competitive with the Business; (ii) engage or employ, or solicit or contact with a view to engage or employ, any person who is an officer; director; or employee of Buyer or any of its Affiliates on or after the Closing Date (it being understood that Xxxxxx Xxxxxxx will continue to serve on the Seller’s board for a period of time after closing to assist in shareholder and creditor communication and other wind-up tasks); or (iii) on behalf of itself or any other natural person or entity, canvass; solicit; approach; or entice away or cause to be canvassed; solicited; approached; or enticed away from Buyer or its Affiliates any person that is a customer or supplier of Buyer or any of its Affiliates after the Closing Date. Notwithstanding the restrictions above, Seller may own or hold any passive, beneficial interest in up to five percent (5%) of the voting securities in any corporation, partnership or other business entity that engages in a business that competes with Buyer within the geographic area described above, so long as Seller does not have the power (directly or indirectly) to control or direct such entity. For purposes of this Section 8(G), “Affiliates” means (i) with respect to an entity, any person who directly or indirectly controls, is controlled by, or is under common control with, the specified entity; and (ii) with respect to a natural person, the spouse, siblings, ancestors, descendants, legal representative(s) and guardian(s) of the specified natural person. For purposes of the preceding sentence, “control” of an entity means possession, directly or indirectly (through one or more intermediaries or other means), of the power to direct or cause the direction of management and policies of that entity through the ownership of voting securities (or any other interest or interests), contract or other means. Seller acknowledges that any violation or breach of this restrictive covenant will result in irreparable harm to Buyer and that, therefore, Buyer shall be entitled to enjoin such violation or breach and any further violation or breach, which remedy shall be cumulative and in addition to any other remedies to which Buyer may be entitled. Seller further agrees that Buyer will be entitled to an injunction without proving actual damages, and acknowledges that a $2,000.00 bond is a reasonable amou...
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 shall not, directly or indirectly, own, control, operate, lease or manage an acute care hospital or ambulatory or other type of surgery center or any other business or facility that competes with the Facilities within a forty (40) mile radius of the Hospital; provided, however, the foregoing restrictions shall not apply to the activities set forth in Schedule 9. 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 such protection 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 reasonable, such restrictions shall be modified, rewritten or interpreted to include as much of their nature and scope as will render them enforceable.
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. 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. 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. 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
SELLER’S RESTRICTIVE COVENANTS
