Disparaging Remarks definition

Disparaging Remarks means any statement, whether written or oral, that has the intention or tendency to degrade, diminish, or harm the reputation or standing of an individual or entity in the estimation of a community, including by deterring or having a tendency to deter others from associating, employing, or otherwise dealing with them.
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Disparaging Remarks are those that impugn the character, honesty, integrity, morality or business acumen or abilities of the individual or entity being or otherwise harm their business reputation or ability to conduct business. The parties acknowledge that (1) compliance with the above restrictions are reasonable and necessary to protect the legitimate business interests and goodwill of Employee and the Releasees, and (2) a breach of these obligations will result in irreparable and continuing damage to Employee or the Releasees, as applicable, for which money damages may not provide adequate relief. Consequently, Employee, SN and the Company agree that, in the event one of them breaches or threatens to breach the above restrictions, the party that is the subject of the breach shall be entitled to both (1) a temporary restraining order and injunctive relief to prevent the continuation of harm, without the necessity of establishing irreparable harm, and (2) money damages insofar as they can be determined, as well as attorneys’ fees, costs, and expenses. Nothing in this Agreement shall be construed to prohibit Employee or any of the Releasees from also pursuing any other remedy.
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Disparaging Remarks means stating or publishing a matter that is untrue.
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Examples of Disparaging Remarks in a sentence

  • Executive (i) warrants that during the time period between when Executive was notified of the termination of Executive’s employment with the Company and Executive’s signing of this Agreement Executive has not made any disparaging remarks about Releasees which are likely to cause harm to Releasees, collectively or individually, or their products and services (“Disparaging Remarks”) and (ii) agrees that Executive shall not make any Disparaging Remarks following Executive’s signing of this Agreement.

  • Executive agrees not to make or publish any Disparaging Remarks (as defined below) to any other person about: (i) Ultra or any Subsidiary; (ii) any business conducted by Ultra or any Subsidiary; or (iii) any past or present member of Ultra’s management or board of directors in their capacity as such.

  • This includes, but is not limited to, Disparaging Remarks as to any events, circumstances, occurrences, interactions, transactions, observations, or dealings of any kind, licit, allegedly illicit, or otherwise.

  • Further, Employee expressly waives and forever relinquishes such rights if any, that Employee may have to make or publicize any Disparaging Remarks.

  • Further, the Company agrees that neither it nor any executive of the level of vice president or higher or member of the Board of Directors will make any Disparaging Remarks about the Employee, provided that this prohibition shall not apply to truthful statements made in response to any legal, administrative or regulatory proceeding, subpoena or inquiry.

  • The Company agrees to instruct members of its senior management team not to, for as long as such individuals remain affiliated with the Company, make any Disparaging Remarks about you.

  • Executive (i) warrants that during the time period between when Executive was notified of the termination of Executive’s employment with the Company and Executive’s signing of this Agreement, Executive has not made any disparaging remarks about the Releasees which are likely to cause harm to Releasees, collectively or individually, or their products and services (“Disparaging Remarks”) and (ii) agrees that Executive shall not make any Disparaging Remarks following Executive’s signing of this Agreement.

  • You agree that you will not make any negative comments or disparaging remarks, in writing, orally or electronically ("Disparaging Remarks"), about the Company or any of the other Company Parties and their respective products and services.

  • Bennof (i) warrants that during the time period between when he was notified of the termination of his employment with the Company and his signing of this Agreement, he has not made any disparaging remarks about any of the Releasees which are likely to cause harm to Releasees, collectively or individually (“Disparaging Remarks”) and (ii) agrees that he shall not make any Disparaging Remarks following his signing of this Agreement.

  • The Company warrants that its Chairman and Chief Executive Officer, Chief Financial Officer, Senior Vice President and General Counsel, Senior Vice President and Chief Human Resources Officer and its corporate officers will not make any Disparaging Remarks about ▇▇▇▇▇ to any other person or entity.


More Definitions of Disparaging Remarks

Disparaging Remarks means remarks, comments, statements, or communications (in any form, including but not limited to written, oral, or electronic) that: (i) reflect adversely upon the affairs or practices of the person or entity about whom the remarks are made or (ii) impugn the character, honesty, integrity, morality, acumen, or abilities of the person or entity about whom the remarks are made or toward whom the remarks are directed.
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Disparaging Remarks means the publication of a matter that is untrue. In the event the Company is contacted to provide any employment reference for you, it shall advise the inquiring party of your job title, job description and dates of employment and that it is against the policy of the Company to provide any additional information.
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Disparaging Remarks when used in this Agreement shall mean the publication of matter that is untrue or adversely affects the subject’s reputation, image or goodwill. This Section will not be construed to prevent the parties from complying with any lawfully served and binding subpoena, provided however, that the party forwards a copy of said subpoena(s) to the other party within 24 hours of receipt of the same, unless expressly prohibited by law or by order of a court of competent jurisdiction from doing so.
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Disparaging Remarks means any public (meaning other than to the other party or its Affiliates, as applicable) statement, whether written or oral, that disparages or defames or otherwise ▇▇▇▇▇ the reputation, standing or goodwill of a Person in the estimation of a community, including by deterring or attempting to deter others from associating, employing, collaborating or otherwise dealing with them; provided that Disparaging Remarks do not include: (A) testimony in connection with any Action; (B) truthful responses to disparaging or defamatory statements about the Seller or the Buyer, as applicable, that are made by or on behalf of the Buyer or the Seller, respectively, or any of their respective Affiliates; or (C) good faith communications with any Governmental Authority in connection with any Action by any such Governmental Authority.
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Related to Disparaging Remarks

  • Disparage means making comments or statements to the press, the Company's or its subsidiaries' or affiliates' employees or any individual or entity with whom the Company or its subsidiaries or affiliates has a business relationship which would adversely affect in any manner (1) the business of the Company or its subsidiaries or affiliates (including any products or business plans or prospects), or (2) the business reputation of the Company or its subsidiaries or affiliates, or any of their products, or their past or present officers, directors or employees.

  • Detrimental Conduct means, as reasonably determined by the Company, the Participant’s engaging in any of the following behaviors, provided that such behavior causes or would be reasonably expected to cause material harm to the Company or an Affiliate: (a) any violation by the Participant of a restrictive covenant agreement that the Participant has entered into with the Company or an Affiliate (covering, for example, confidentiality, noncompetition, nonsolicitation, nondisparagement, etc.); (b) the commission of a criminal act by the Participant while employed by or providing services to the Company or an Affiliate, whether or not performed in the workplace, that subjects, or if generally known would subject, the Company or an Affiliate to public ridicule or embarrassment, or other improper or intentional conduct by the Participant while employed by or providing services to the Company or an Affiliate causing reputational harm to the Company or an Affiliate; (c) the Participant’s breach of a fiduciary duty owed to the Company or an Affiliate or a client or former client of the Company or an Affiliate; (d) the Participant’s intentional violation, or grossly negligent disregard, of the Company’s or an Affiliate’s policies, rules, or procedures; or (e) the Participant taking or maintaining trading positions that result in a need to restate financial results in a subsequent reporting period or that result in a significant financial loss to the Company or an Affiliate.

  • Restricted Information means any information which is disclosed to one party to this Agreement by the other pursuant to or in connection with this Agreement (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such);

  • Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).

  • Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs; and