Xxxxxx Covenant. Immediately after the Exchange, Xxxxxx will be engaged in the active conduct of a trade or business (within the meaning of Section 355(b) of the Code), and Xxxxxx will continue to be engaged, in a manner both consistent with the operation of such active trade or business at the time of the Exchange and compliant with Section 355(b) of the Code, in such active trade or business during the period that begins on the Closing and ends on the second anniversary of the Closing Date.
Xxxxxx Covenant. In consideration of this Agreement, and in recognition of the facts that, as a result of her employment with Target, Xx. Xxxxx has had access to and gained knowledge of confidential and/or proprietary information or trade secrets pertaining to Target, has been identified with its good will within the retail industry and corporate community, has developed strong relationships with other Target employees whom Target wishes to retain, and that Target has expended time, resources and money to obtain or develop these protectable interests, all of which have significant value to Target, Xx. Xxxxx agrees for the benefit of Target, and as a material condition to her receipt of the consideration described in Paragraph 1, as follows:
Xxxxxx Covenant. Xxxxxx, Xxxxx Xxxxxx, Lanai and Maui Holdings, LLC hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Xxxxxx Claims or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any of the Company Released Parties, based upon any matter purported to be released hereby.
