Surviving Employment Agreement Provisions Sample Clauses

Surviving Employment Agreement Provisions. Executive acknowledges that the terms of Sections 6 and 7 of the Employment Agreement shall survive the Separation Date and remain in full force and effect. Executive hereby agrees that for purposes of Section 7 of the Employment Agreement, the term “Restricted Period” as used therein shall be extended until the later of the Restricted Period as defined in such Section of the Employment Agreement or the one-year anniversary of the expiration of the “Consulting Period” as defined in the Consulting Agreement; provided, however, nothing set forth in Section 7(a) of the Employment Agreement shall prohibit Executive from soliciting or doing business with, either directly or indirectly, whether personally or through other persons or entities, any distributor of Employer’s products that was introduced to Employer by Executive or from soliciting, engaging or hiring on behalf of himself or any person or entity any employee or consultant of Employer or any member of Employer’s Scientific Advisory Board who was introduced to Employer by Executive. Executive hereby represents and warrants to Employer that Executive has at all times been in full compliance with the terms of Sections 6 and 7 of the Employment Agreement. Employer agrees that Section 10(l) of the Employment Agreement (regarding certain indemnification obligations) shall survive the Separation Date.
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Surviving Employment Agreement Provisions. Employee understands and agrees that, notwithstanding the termination of the Employment Agreement and Employee’s employment with Employer, Employee’s obligations pursuant to Sections 3 and 4 of the Employment Agreement shall survive such termination and remain in full force and effect as set forth therein; provided, however, as additional consideration for Employee’s execution, delivery and non-revocation of this Separation Agreement, Sections 3(b) and 3(c)(ii) of the Employment Agreement are hereby modified such that Employee’s obligation to comply with Sections 3(b) shall expire on January 29, 2013 and Employee’s obligation to comply with Section 3(c)(ii) shall expire on February 28, 2013 and, notwithstanding anything to the contrary contained in Sections 3(c)(i) of the Employment Agreement, it is understood that (y) the placement of general advertisements that may be targeted to a particular geographic or technical area but which are not targeted directly or indirectly towards any employees, officers, agents or representatives of Employer (or any successor corporation into which Employer may be merged or consolidated) shall not be deemed a breach of Employee’s obligations pursuant to Section 3(c)(i) of the Employment Agreement and (z) the employment or engagement of any person or entity by an entity that employs Employee, but is not controlled by Employee, and whom Employee did not encourage, solicit, or induce or in any manner attempt to encourage, solicit, or induce to terminate his or her employment or relationship with Employer shall not be deemed a breach of Employee’s obligations pursuant to Section 3(c)(i) of the Employment Agreement (the “Covenants Modification”). Sections 3 and 4 of the Employment Agreement, as amended by the Covenants Modification, shall be referred to in this Separation Agreement as the “Surviving Employment Agreement Provisions”. Employee represents and warrants that he has, at all times, been in compliance with his obligations under the Surviving Employment Agreement Provisions. Employer understands and agrees that, notwithstanding the termination of the Employment Agreement and Employee’s employment with Employer, Employer’s obligations pursuant to Section 4 of the Employment Agreement shall survive such termination and remain in full force and effect as set forth therein.
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Surviving Employment Agreement Provisions. 12.1 Executive reaffirms and agrees to observe and abide by the surviving terms of the Employment Agreement, specifically including Sections 7 (Confidential Information), 8 (Intellectual Property, Inventions and Patents), 9 (Non-Compete, Non-solicitation), and 28 (Executive’s Cooperation). Executive acknowledges and agrees that MPG is relying on Executive’s compliance with the Employment Agreement as an essential term of this Agreement, and that if Executive violates such agreement, that MPG will be entitled to cease and/or recover payments made pursuant to Section 2 hereof, in addition to seeking any other remedies it may have under the Employment Agreement, this Agreement or otherwise. 12.2 Executive agrees that the restrictions set forth in this Section 12 are reasonable and that the protections afforded MPG in this Section 12 are no more than is necessary to protect their legitimate business interests. 12.3 Nothing contained herein shall restrict Executive’s right to any D&O insurance or indemnification coverage that Executive may be entitled to under the Employment Agreement or MPG’s certificate of incorporation or bylaws, and MPG shall cooperate with Executive in good faith to ensure that he enjoys the rights and benefits of any such D&O insurance or indemnification coverage after the Separation Date.
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Surviving Employment Agreement Provisions. Except as set forth in the next sentence or as expressly provided elsewhere in this Separation Agreement, this Separation Agreement supersedes all provisions of the Employment Agreement and all such provisions will terminate upon the Departure Date. Nothing contained herein, however, shall be deemed to terminate your obligations to the Company or the Company’s obligations to you under Sections 4 (expenses/indemnification), 6 (Records/Nondisclosure/Company Policies) except as modified
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Related to Surviving Employment Agreement Provisions

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any director, officer or employee of Metropolitan or its Subsidiaries, or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (i) for normal individual increases in compensation to employees in the ordinary course of business consistent with past practice, (ii) for other changes that are required by applicable law, and (iii) to satisfy Previously Disclosed contractual obligations existing as of the date hereof.

  • Surviving Provisions Notwithstanding any termination of this Agreement, each party’s obligations under Article VIII to indemnify other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement.

  • Separation Agreement and General Release The Company’s obligation to make the Severance Payment is conditioned on Executive or Executive’s legal representatives executing a separation agreement and general release of claims related to or arising from Executive’s employment with the Company or the termination of employment against the Company and its affiliates (and their respective officers and directors) in a form reasonably determined by the Company, which shall be provided by the Company to Executive within five days following the Date of Termination; provided that, if Executive should fail to execute (or revokes) such release within 45 days following the Date of Termination, the Company shall not have any obligation to provide the Severance Payment. If Executive executes the release within such 45-day period and does not revoke the release within seven days following the execution of the release, the Severance Payment will be made in accordance with Section 4(a)(ii).

  • Termination of Employment Agreement As of the Effective Date, the Employment Agreement hereby is terminated in its entirety and shall no longer have any force or effect.

  • Employment Agreements Each of the persons listed on Schedule 9.12 shall have been afforded the opportunity to enter into an employment agreement substantially in the form of Annex VIII hereto.

  • Separation Agreement The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

  • Employment Agreement On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive and the Executive agrees to be employed by the Company for the Employment Period set forth in Section 2 hereof and in the position and with the duties set forth in Section 3 hereof. Terms used herein with initial capitalization are defined in Section 10.12 below.

  • Separation Agreement and Release of Claims The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualifying Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage any member of the Company Group, non-solicit provisions, an agreement to assist in any litigation matters, and other standard terms and conditions) (the “Release” and that requirement, the “Release Requirement”), which must become effective and irrevocable no later than the sixtieth (60th) day following the Executive’s Qualifying Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right to severance payments or benefits under Section 3.

  • Prior Employment Agreements The Executive represents that he/she has not executed any agreement with any previous employer which may impose restrictions on Executive’s employment with the Employer.

  • Post-Employment Restrictions You remain legally bound by, and must comply with the terms, conditions and restrictions of, the non-competition, non-solicitation and confidentiality and other post-employment provisions set forth in Sections 7, 8, 9, 10 and 11 of the Employment Agreement, which survive the cessation of your employment and are hereby incorporated by reference.

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