1Non-Competition Sample Clauses
1Non-Competition. The Restricted Parties covenant and agree that, for a period of 3 years beginning on the closing date of the Purchase Agreement (the “Closing Date”), neither the Restricted Parties, nor any entity controlled by the Restricted Parties (an “Affiliate”) will, without the prior written consent of the Operating Partnership, directly or indirectly, own, manage, operate, join, control, or engage or participate in the ownership, management, operation, or control of, or be connected as a shareholder, director, officer, agent, partner, joint venturer, lender, employee, consultant or advisor with, any business or organization any part of which engages in the business of hotel or motel ownership or management or is in competition with any of the business activities of the Operating Partnership, or any affiliate of the Operating Partnership within the Non-Competition Area.
1Non-Competition. The Executive shall not, during the Term (including, for certainty, the Resignation Notice Period) and for a period of twelve (12) months following the termination of the Executive's employment, for any reason, on the Executive's own behalf or on behalf of any Person, without the prior written consent of the Company, whether directly or indirectly, alone, or through or in connection with any Person,
(1) carry on or be engaged in a capacity that is the same as or similar to the position occupied by the Executive during the Term, for any undertaking or business in all or part of the Territory which is competitive, in any way, with the Business; or
(2) have any financial interest in or be otherwise commercially involved in any undertaking or business in all or part of the Territory which is competitive, in any way, with the Business.
1Non-Competition. Branson will not, without the prior written consent of the Company:
(a) divert or attempt to divert any business of, or any customers of the Company or of any of its subsidiaries, to any other competitive establishment, by direct or indirect inducement or otherwise; and
(b) directly or indirectly impair or seek to impair the reputation of the Company, nor any relationships that the Company has with its employees, customers, suppliers, agents or other parties with which the Company does business or has contractual relations; or
(c) directly or indirectly, in any way, solicit, hire or engage the services of any employee of the Company, or persuade or attempt to persuade any such individual to terminate his or her employment with the Company.
1Non-Competition. Executive agrees that, during the term of his employment, Executive shall not, directly or indirectly, on Executive’s own behalf or on behalf of any other third party not affiliated with Company: (A) perform services in the healthcare information technology consulting industry or any other business in which Company or its subsidiaries engage during the term of this Agreement with the involvement of Executive (the “Business”) anywhere in the United States of America (the “Restricted Territory”), including providing funds for the same; or (B) provide services routinely performed for customers or clients (“Customers”) (directly or indirectly) in the operation of the Business (“Services”) in the Restricted Territory.
1Non-Competition. The Restricted Parties covenant and agree that, except for hotel properties owned, managed or operated by them or their Affiliates as of the date of this Agreement, which includes six (6) hotels located in Colorado and additional hotels in other states (collectively, the “Existing Hotels”) which are listed on the attached schedule of allowable exceptions, for a period of 3 years beginning on the closing date of the Purchase Agreement (the “Closing Date”), neither the Restricted Parties, nor any entity controlled by the Restricted Parties (an “Affiliate”) will, without the prior written consent of the Operating Partnership, directly or indirectly, own, manage, operate, join, control, or engage or participate in the ownership, management, operation, or control of, or be connected as a shareholder, director, officer, agent, partner, joint venturer, lender, employee, consultant or advisor with, any business or organization any part of which engages in the business of hotel or motel ownership or management or is in competition with any of the business activities of the Operating Partnership, or any affiliate of the Operating Partnership within the Non-Competition Area which shall mean and be co-extensive with the Territorial Restriction under the existing Franchise Agreement attached hereto as an integral part of this agreement. The Operating Partnership hereby consents to the Restricted Parties and their Affiliates directly or indirectly, owning, managing, operating, joining, controlling, engaging or participating in the ownership, management, operation of the Existing Hotels,
1Non-Competition. 7.1. 1NHSc agrees that it will not, and will ensure that its Affiliates do not, directly or indirectly, alone or with or through its Affiliates or its sublicensees, or other Third Parties directed or controlled by NHSc or its Affiliate in relation to the applicable activities, by contract or otherwise:
(a) until the later of (i) the date that is [***] ([***]) [***] after the Effective Date and (ii) the date that is [***] ([***]) [***] after the final day of the Term, engage in Prohibited Drug Research in respect of, or any Prohibited Development of, or commercialize, any Competitive OIT Product for the treatment of peanut allergies;
(b) until the later of (i) the date that is [***] ([***]) [***] after the Effective Date and (ii) the date that is [***] ([***]) [***] after the final day of the Term, engage in any Prohibited Development of, or commercialize, any Competitive OIT Product for the treatment of any allergies to [***], or [***] (including but not limited to [***]); or
(c) until the later of (i) the date that is [***] ([***]) [***] after the Effective Date and (ii) [***] the Term, commercialize any Competitive OIT Product for the treatment of any food allergies [***] of this Section 7.1.1. As used herein, the following terms have the following meanings:
1Non-Competition. Executive agrees that, during the term of his employment and for a period of one (1) year following termination of employment with the Company, Executive shall not, directly or indirectly, on Executive’s own behalf or on behalf of any other third party not affiliated with Company: (A) become interested in any entity or organization (whether as an owner, partner, trustee, beneficiary, stockholder, officer, director, employee, consultant, lessor, lessee, or otherwise) that is a competitor of the Company, (B) perform services in the healthcare information technology consulting industry or any other business in which Company or its subsidiaries engage during the term of this Agreement with the involvement of Executive (the “Business”) anywhere in the United States of America (the “Restricted Territory”), including providing funds for the same; or (C) provide services routinely performed for customers or clients (“Customer” or “Customers”) (directly or indirectly) in the operation of the Business (“Services”) in the Restricted Territory. For purposes of this Section 10.1, “competitor” means any person, entity, or organization, including its subsidiaries, successors, heirs and assigns, that manufactures, designs, distributes, and/or sells healthcare cybersecurity, privacy, and compliance products and technologies and/or related products as stand-alone products or for use with personal computers and includes, but is not limited to, any other person, entity, or organization that manufactures, designs, distributes, and/or sells such products that are the same or substantially the same, or that may be substituted for or applied to substantially the same end, as the Company’s products and technologies. In addition to the foregoing, “competitor” includes any person, entity, or organization, including its subsidiaries, successors, heirs and assigns, that manufactures, designs, distributes, and/or sells any product or service that is related to and/or competitive with any product or service manufactured, designed, distributed, or sold by the Company, whether during the period of Executive’s employment with the Company or at any time thereafter. Nevertheless, the foregoing will not restrict the ability of Executive to purchase or otherwise acquire up to two percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities have been registered under Section 12(b) or 12(g) of the Securities Ex...
1Non-Competition. The Restricted Parties covenant and agree that, for a period of one (1) year beginning on the closing date of the Amended & Restated Contribution Agreement (the “Closing Date”), neither the Restricted Parties, nor any entity controlled by the Restricted Parties (an “Affiliate”) will, without the prior written consent of the Operating Partnership, directly or indirectly, own, manage, operate, join, control, or engage or participate in the ownership, management, operation, or control of, or be connected as a shareholder, director, officer, agent, partner, joint venturer, employee, consultant or advisor with any business or organization which owns or manages a hotel or motel that is in direct competition with the Hotel and located within the Non-Competition Area. Notwithstanding the foregoing or anything herein to the contrary, the restrictive covenant set forth in this Agreement shall not prohibit, and does not prohibit, any of the Restricted Parties or any of their Affiliates from making loans (whether secured by real property or equity interests), including, without limitation, loans participating in cash flow appreciation, to or making equity investments, including, without limitation, preferred equity investments in, businesses or organizations (or any of such businesses or organizations’ affiliates) which, directly or indirectly, own properties engaging in the business of hotel or motel ownership or management within the Non-Competition Area or from becoming an owner or operator of any such businesses, organizations, or properties by virtue of the Restricted Parties or their Affiliates exercising any remedies as lender under those loans or by virtue of a deed or assignment in lieu of foreclosure.
1Non-Competition. The Restricted Parties covenant and agree that, for a period of 3 years beginning on the closing date of the Purchase Agreement (the “Closing Date”), neither the Restricted Parties, nor any entity controlled by the Restricted Parties (an “Affiliate”) will, without the prior written consent of the Operating Partnership, directly or indirectly, own, manage, operate, join, control, or engage or participate in the ownership, management, operation, or control of, or be connected as a shareholder, director, officer, agent, partner, joint venturer, lender, employee, consultant or advisor with, any business or organization any part of which engages in the business of hotel or motel ownership or management or is in competition with any of the business activities of the Operating Partnership, or any affiliate of the Operating Partnership within the Non-Competition Area. Notwithstanding anything to the contrary set forth herein, Operating Partnership consents to the ownership and management of the Courtyard by Marriott – El Paso Airport and Hilton Garden Inn – University (UTEP) by Contributor’s Affiliates and/or Interested Parties, and these hotels shall be excluded from the scope of the Non-Competition Area.
1Non-Competition. Each Party agrees that it will not, without prior written consent of the other Party, which consent shall not be unreasonably withheld, directly or indirectly, during the term of this Agreement or prior to the 3rd anniversary of the termination of this Agreement and/or wind-up or liquidation of the Company, engage in or carry on (i) any business substantially similar to any aspect of the business of the Company in Mexico, Central and South America; or (ii) any activity which is competitive with the business of the Company, or any successor to the Company in Mexico, Central and South America