Seller Restricted Party definition
Examples of Seller Restricted Party in a sentence
Seller shall be responsible for any breach of Sections 7.06(a) or (b) by any other Seller Restricted Party; provided, further, that Seller shall not be required to take any action pursuant to this Section 7.06(b) to the extent such action is inconsistent with its obligations under the Separation Agreement.
In addition, no Seller Restricted Party shall, at any time, represent that it is continuing to carry on the Business or operations of any Target Company, and each Seller Restricted Party shall immediately inform any Person that inquires about any Target Company that the Target Companies have been sold to Buyers, and such Seller Restricted Party shall promptly inform US Buyer of such inquiry.
The placing of an advertisement of a position by a Seller Restricted Party to members of the public generally, such as through newspapers, radio or television, or a general mass mailing to the public, shall not by itself constitute a breach of this Section 6.1(b) provided such general methods of solicitation are not specifically directed to any particular Transferred Employee.
For purposes of clarity, nothing in this Section 6.06(b) shall prevent Buyer or any of its Affiliates from owning any interest in, or engaging in any transaction with, a Seller Restricted Party.
Without limiting the remedies available to the Buyer, the Seller agrees that damages at Law would be an insufficient remedy in the event of breach of this Section 6.1(a) by any Seller Restricted Party and that the Buyer shall be entitled to injunctive relief or other equitable remedies in the event of any such breach without the necessity of posting a bond or other form of financial assurance.
Each Seller Restricted Party acknowledges, however, that this Section 7.14 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business and operations of the Target Companies.
The obligations in this Section 8.2 shall not apply to (x) any employee whose employment or independent contractor whose services have terminated at least three months prior to such soliciting, hiring or retaining, or (y) any programmer or member of the technology group of the Company whose employment has been terminated, as long as the applicable Seller Restricted Party did not encourage, solicit or facilitate such termination.
Seller, on its own behalf and on behalf of each Seller Restricted Party, agrees that in addition to all remedies available at law, in equity or under this Agreement and notwithstanding anything to the contrary herein, Purchaser shall be entitled to seek injunctive or equitable relief for the enforcement of this covenant.
For purposes hereof, “After-Acquired Business” means any business activity that would violate the restrictions on conduct of Competitive Activities set forth in Section 5.15(b) that is acquired from any Person or is carried on by any Person that is acquired by or combined with Seller or any Affiliate of Seller; provided that such Person was, at the time of such acquisition or combination, not an Affiliate of any applicable Seller Restricted Party, as applicable, in each case, after the Closing Date.
Without limiting the remedies available to the Buyer, the Sellers agree that damages at law would be an insufficient remedy in the event of breach of this Section 6.1(a) by any Seller Restricted Party and that the Buyer shall be entitled to injunctive relief or other equitable remedies in the event of any such breach without the necessity of posting a bond or other form of financial assurance.