Restrictive Covenant and Release Agreement definition

Restrictive Covenant and Release Agreement means the Restrictive Covenant and Release Agreement, dated as of the Closing Date, by and among Buyer and the Seller Parties, in a form acceptable to Buyer.
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Restrictive Covenant and Release Agreement means a restrictive covenant and release agreement substantially in the form attached hereto as Exhibit B, subject to further adjustment and revisions by Parent in consultation with the Company.
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Restrictive Covenant and Release Agreement means the Restrictive Covenant and Release Agreement, dated as of the Closing Date, by and among Buyer and the Seller Parties, in a form acceptable to Buyer. “Seller’s Knowledge” means (a) the actual knowledge of the Shareholders, Xxxxx Xxx Xxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxx and Xxxxxx Xxxxx, and (b) the knowledge that such parties would have after reasonable inquiry of (i) Seller’s books and records and (ii) such individual’s direct reports. “Selling Expenses” means (whether or not disclosed): (a) the aggregate fees and expenses owed by any Seller Party related to the Transactions, including all fees and expenses associated with (i) legal, accounting, Tax, management, investment banking, broker or other counsel, (ii) obtaining approvals, consents and waivers from a Governmental Authority that arise as a result of the consummation of the Transactions, and (iii) obtaining the release and termination of Liens on the Purchased Assets; (b) any unpaid change in control, severance or similar payment obligations of Seller, including any employer portion of all social security, Medicare, unemployment and other similar employment Taxes that Seller incurs with respect thereto; and (c) one half of the fees payable to the Escrow Agent under the Escrow Agreement. “Service Provider” means an employee or independent contractor utilized by the Business at any time on or prior to the Closing Date. “Solar Equipment Lease” means the Solar Equipment Lease with Farmers & Merchants Bank of Central California dated June 13, 2019 (Lease Agreement Number 00-000000-00 and Lease Schedule Number 00-000000-00 dated December 30, 2019). “Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, FICA, withholding, excise, severance, stamp, occupation, premium, windfall profits, customs duties, capital stock, franchise, profits, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or unclaimed property or other tax, assessment, fee, duty or charge of any kind whatsoever imposed by any Governmental Authority, including any interest, penalty, or addition thereto, whether disputed or not, and including any obligations to indemnify or otherwise assume or succeed to the tax liability of any other Person by reason of Contract, assumption, transferee liability, operation of Applicable Law, Treasury Regulations §1.150...
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More Definitions of Restrictive Covenant and Release Agreement

Restrictive Covenant and Release Agreement means a restrictive covenant and release agreement substantially in the form attached hereto as E xhibit B, subject to further adjustment and revisions by Parent in consultation with the Company.
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Restrictive Covenant and Release Agreement means the Restrictive Covenant and Release Agreement, dated as of the Closing Date, by and among Buyer and the Seller Parties, in a form acceptable to Buyer. “Second PPP Loan” means any and all obligations for borrowed money or funded indebtedness (including obligations in respect of principal, accrued interest, any applicable prepayment charges or premiums and any unpaid fees, expenses or other monetary obligations in respect thereof) associated with that certain loan in the original principal amount of $474,820.00 obtained by Seller from the PPP Lender under the Paycheck Protection Program promulgated under the CARES Act. “Selling Expenses” means (whether or not disclosed): (a) the aggregate fees and expenses owed by any Seller Party related to the Transactions, including all fees and expenses associated with (i) legal, accounting, Tax, management, investment banking or other counsel, (ii) obtaining approvals, consents and waivers from a Governmental Authority that arise as a result of the consummation of the Transactions, and (iii) obtaining the release and termination of Liens on the Purchased Assets; and (b) any unpaid change in control, severance or similar payment obligations of Seller, including any employer portion of all social security, Medicare, unemployment and other similar employment Taxes that Seller incurs with respect thereto. “Service Provider” means an employee or independent contractor utilized by the Business at any time on or prior to the Closing Date. “Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, FICA, withholding, excise, severance, stamp, occupation, premium, windfall profits, customs duties, capital stock, franchise, profits, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or unclaimed property or other tax, assessment, fee, duty or charge of any kind whatsoever imposed by any Governmental Authority, including any interest, penalty, or addition thereto, whether disputed or not, and including any obligations to indemnify or otherwise assume or succeed to the tax liability of any other Person by reason of Contract, assumption, transferee liability, operation of Applicable Law, Treasury Regulations §1.1502-6 (or any predecessor or successor thereof, or any analogous or similar provision under Applicable Law), or otherwise. “Tax Return”...
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Related to Restrictive Covenant and Release Agreement

  • Restrictive Covenant Agreement means any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

  • Restrictive Covenant Agreements has the meaning set forth in the Recitals.

  • Restrictive Covenant has the meaning set forth in Section 6(c).

  • Release Agreement means an agreement, substantially in a form approved by the Company, pursuant to which Executive releases all current or future claims, known or unknown, arising on or before the date of the release against the Company, its subsidiaries and its officers.

  • Waiver and Release means the Waiver and Release attached hereto as Exhibit A.

  • General Release has the meaning stated in Section 6.03.

  • Restrictive Covenants means the restrictive covenants contained in Section 13(c) hereof.

  • Release of Claims means the Release of Claims in substantially the same form attached hereto as Exhibit A (as the same may be revised from time to time by the Company upon the advice of counsel).

  • Noncompetition Agreement shall have the meaning set forth in Section 5.9 of this Agreement.

  • Non-Competition Agreement has the meaning set forth in Section 2.1 of this Agreement.

  • Employment Agreement means any employment, severance, retention, termination, indemnification, change in control or similar agreement between the Company or any of its Subsidiaries, on the one hand, and any current or former employee of the Company or any of its Subsidiaries, on the other hand.

  • Conditional release means a revocable modification of a

  • Mutual Release means the General Mutual Release substantially in the form attached hereto as Exhibit B in all material respects.

  • Noncompetition Agreements as defined in Section 2.4(a)(iv).

  • Non-Competition Agreements has the meaning set out in Section 7.1.1.7;

  • Covenant not to compete means an agreement:

  • Separation Agreement has the meaning set forth in the recitals to this Agreement.

  • Restrictive Agreement an agreement (other than a Loan Document) that conditions or restricts the right of any Borrower, Subsidiary or other Obligor to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions, to modify, extend or renew any agreement evidencing Borrowed Money, or to repay any intercompany Debt.

  • Restrictive Covenant Violation means the Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.

  • Severance Agreement means the Amended and Restated Key Executive Severance Agreement, dated as of the date hereof, between the parties, as it may be amended from time to time, that provides for certain benefits related to termination of the Executive’s employment that are unrelated to a Change of Control.

  • Non-Compete Agreement means that certain Non-Compete Agreement between the Company and the Executive in substantially the form attached hereto as Exhibit B.

  • Consulting Agreement means any written or oral agreement to retain the services, for a fee, of a consultant for the purposes of (A) providing counsel to a contractor, vendor, consultant or other entity seeking to conduct, or conducting, business with the State, (B) contracting, whether in writing or orally, any executive, judicial, or administrative office of the State, including any department, institution, bureau, board, commission, authority, official or employee for the purpose of solicitation, dispute resolution, introduction or requests for information or (C) any other similar activity related to such contracts.

  • Restrictive Agreements as defined in subsection 3.3(a).

  • Existing Confidentiality Agreement has the meaning set forth in Section 4.01.

  • Non-Compete Agreements shall have the meaning provided in Section 5.05.

  • Employment Agreements has the meaning set forth in Section 7.05.