SPECIAL CONSIDERATION/DAMAGES Sample Clauses

SPECIAL CONSIDERATION/DAMAGES. DOCTOR hereby recognizes and acknowledges that COMPANY Will incur substantial costs in providing any Leased Premises, equipment supplies, support services, personnel, marketing, management, administration, and other items and services that are the subject matter of this Agreement. Accordingly, DOCTOR covenants and agrees that DOCTOR and all of its personnel shall devote their best efforts to the success of DOCTOR's practice and the provision of Professional Services by DOCTOR. DOCTOR shall continuously and uninterruptedly, during the term hereof during all business hours and on such days as businesses of like nature in the area are open for business, provide services in a manner calculated to produce the maximum volume of revenue which is consistent with the professional obligation of DOCTOR and in the best interest of DOCTOR's patients. DOCTOR shall cause the work load, patient load and surgical criteria for each of its Professional Personnel to remain substantially the same as their historical practice during the immediate past one year. During the Term hereof and for a period of five (5) years thereafter, except as may be required by law, DOCTOR and its employees, agents, directors, officers, shareholders and partners shall not disclose, immediate or disclose to, or use for the direct or indirect benefit of any other person or entity any confidential information regarding COMPANY's business methods, business policies, procedures, techniques, or trade secrets or other knowledge or processes developed by COMPANY or any other confidential information relating to or dealing with the business operations or activities of COMPANY, made known to DOCTOR or learned or acquired by DOCTOR hereunder. If any restriction contained in this Section 4.3 is held by any court to be unenforceable or unreasonable, a lesser restriction shall be enforced in its place and the remaining restrictions set forth herein shall be enforced independently of each other.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
SPECIAL CONSIDERATION/DAMAGES. Non-Competition. DOCTOR hereby recognizes and acknowledges that COMPANY will incur substantial costs in providing any Leased Premises, equipment, supplies, support services, personnel, marketing, management, administration, and other items and services that are the subject matter of this Agreement. Accordingly, DOCTOR covenants and agrees that DOCTOR and all of its personnel shall devote their best efforts to the success of DOCTOR's practice and the provision of Professional Services by DOCTOR. During the term of this Agreement and any extension hereof, plus two (2) years thereafter, neither DOCTOR nor any employee, agent, partner, shareholder, director, officer, affiliate or any entity with any beneficial interest or any control interest in DOCTOR, either directly or indirectly, for himself or herself, or on behalf of or in conjunction with any other person, persons, partnership, associations or corporations shall (a) divert or attempt to divert any business of, or any patients of DOCTOR to or interest in any other competitive establishment that is located within a TEN (10) mile radius of any company Location, except where such referral is in the best interest of the patient, or (b) solicit or employ any employee or independent contractor physician of DOCTOR or COMPANY without prior written approval from the other party hereto. IT IS HOWEVER AGREED THAT THIS PROVISION DOES NOT APPLY TO DOCTORS CURRENT LOCATIONS AS STIPULATED HEREIN. DOCTOR shall continuously and uninterruptedly, during the term hereof, during all business hours and on such days as businesses of like nature in the area are open for business, provide services in a manner calculated to produce the maximum volume of revenue which is consistent with the professional obligation of DOCTOR and in the best interest of DOCTOR's patients. DOCTOR shall cause the work load, patient load and surgical criteria for each of its Professional Personnel to remain substantially the same as their historical practice during the immediate past three (3) years. During the Term hereof and for a period of five (5) years thereafter, except as may be required by law, DOCTOR and its employees, agents, directors, officers, shareholders and partners shall not disclose, communicate or disclose to, or use for the direct or indirect benefit of any other person or entity any confidential information regarding COMPANY's business methods, business policies, procedures, techniques, or trade secrets or other knowledge or proces...
Sample 1
SPECIAL CONSIDERATION/DAMAGES. COMPANY hereby recognizes and that CONSULTANT will incur substantial costs in providing the support services, personnel, management, administration, and other items and services that are the subject of this Agreement. Accordingly, COMPANY covenants and agrees that COMPANY and its personnel shall devote their best efforts to the success of the practice and the provision of professional Services. COMPANY shall continuously and uninterruptedly, during the term hereof maintain business hours and on such days as businesses of like nature in the community are open for business, provide services in a manner calculated to produce the maximum volume of revenue which is consistent with the professional obligation of COMPANY and in the best interest of COMPANY’s patients. During the Term hereof and for a period of two (2) years thereafter, may be required by law, CONSULTANT and its employees, agents, directors, affiliates, shareholders and partners shall not disclose for the direct or indirect benefit of any other person or entity any initial information regarding COMPANY’s business methods, business procedures, techniques, or trade secrets or other knowledge or developed by COMPANY or any other confidential information relating to or dealing with the business operations or activities of COMPANY, made known or learned or acquired by CONSULTANT hereunder. If any restriction contained in this Section is held by any court to be unenforceable or unreasonable, a lesser restriction shall be enforced in its place and the remaining restrictions set forth herein shall be enforced independently of each other.
Sample 1
SPECIAL CONSIDERATION/DAMAGES. Non-Competition. DOCTOR hereby recognizes and acknowledges that COMPANY will incur substantial costs in providing the Leased Premises, equipment, supplies, support services, personnel, marketing, management, administration, and other items and services that are the subject matter of this Agreement. Accordingly, DOCTOR covenants and agrees that DOCTOR and all of its personnel shall devote their best efforts to the success of DOCTOR's practice and the provision of Professional Services by DOCTOR. It is further agreed, that in addition to the provisions contained in Article VI "Term and Termination", that DOCTOR acknowledges and agrees that the COMPANY will undertake considerable expense on behalf of DOCTOR in the development of DOCTORS practice. Therefore DOCTOR will pay the sum of Two Hundred and Fifty Thousand Dollars ($250,000) in liquidated damages to COMPANY if this contract is canceled or breached by DOCTOR. During the term of this Agreement and any extension hereof, plus two (2) years thereafter, neither DOCTOR nor any employee, independent contractor, agent, partner, shareholder, director, officer, affiliate or any entity with any beneficial interest or any control interest in DOCTOR, either directly or indirectly, for himself or herself, or on behalf of or in conjunction with any other person, persons, partnership, associations or
Sample 1

Related to SPECIAL CONSIDERATION/DAMAGES

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Additional Considerations For each mediation or arbitration:

  • Transaction Consideration The Transaction Consideration;

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • No Additional Consideration For the avoidance of doubt, the transfer of any Assets under this Section 2.8 shall be effected without any additional consideration by either party.

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • Aggregate Consideration 10.1 Agreement.......................................................................

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!