Employee Covenant Sample Clauses

Employee Covenant. Employee shall not during the Term of this Agreement or at any time thereafter divulge, disclose or communicate to others in any manner whatsoever, information or statements which disparage or are intended to disparage the Employer and its business reputation.

Employee Covenant. Employee covenants, and agrees, that he shall not, during the Employment Period and for a period of one (1) year after the termination of his employment with the Company: (i) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity either (a) hire, attempt to hire, contact or solicit with respect to hiring any employee of the Company or (b) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company; or (ii) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity, solicit, divert or take away any existing or prospective customers, clients, affiliated physician groups or affiliated physicians of the Company, who were such during his employment with the Company; or (iii) act or serve, directly or indirectly, as principal, agent, independent contractor, consultant, director, officer, employee, employer or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer or as owner of any other type of interest) any business, undertaking or entity that conducts a business similar to the Business (as hereinafter defined) or provides or sells a service which is the same or substantially similar to, or otherwise competitive with, the services provided by the Business within the United States of America. "Business" shall mean (i) management and administration of the non-medical aspects of oncology and diagnostic radiology practices, (ii) operation and management of a clinical research or site management organization focusing on oncology or diagnostic radiology, (iii) any Internet or technology based applications focusing on oncology or diagnostic radiology or (iv) any business or undertaking substantially similar to any of the foregoing.

Employee Covenant. AGREEMENTS To the extent such contracts are not terminated or otherwise amended prior to Closing, Company agrees to consent in writing to the employment by Buyer of each of the employees covered by the employee non-competition agreements described in Schedule 1.2(e) hereof and to waive the provisions therein barring employment by Buyer following a termination of their employment with Company.

Employee Covenant. At no time during the five (5) year period following the Execution Date shall any Restricted Party directly, or indirectly, cause or induce, or attempt to cause or induce, any employee of Hotel Corporation or OXMI to terminate his or her employment with his or her respective employer, as such employment exists at any time following the Execution Date. Similarly, at no time during the same five (5) year period following the Execution Date shall any OXMI or any of its subsidiaries directly, or indirectly, cause or induce, or attempt to cause or induce, any employee of Seller to terminate his or her employment with Seller, as such employment exists at any time following the Execution Date.

Employee Covenant. Following the termination of Employee’s employment relationship with the Company, to the extent the Company reasonably so requests, Employee agrees to cooperate with the Company and its counsel in the contest or defense of, and to provide any testimony and access to Employee’s books and records in connection with, any action, arbitration, audit, hearing, investigation, litigation or suit involving or relating to any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction involving the Company while Employee was employed by the Company. The Company shall reimburse Employee for all reasonable expenses incurred by Employee in connection with providing such cooperation; provided that Employee must provide adequate records and other documentary evidence required to substantiate the expenses incurred within 10 business days of incurring the applicable expenses. The Company also shall (i) make every reasonable effort to arrange for such cooperation to be provided by Employee at mutually-convenient times and places and otherwise in a manner that does not interfere unreasonably with Employee’s employment, search for employment, or retirement, and (ii) compensate Employee reasonably for any services rendered (including where Employee is providing testimony in a court of law or administrative proceeding on behalf of the Company). For this purpose, reasonable compensation shall not be less than $250 per hour; provided, that the minimum compensation for Employee’s services that require travel away from her home shall be $1,000; provided, further, that Employee will only be paid for cooperation specifically requested by the Company and Employee must provide adequate records and other documentary evidence required to substantiate the services rendered and the time spent rendering such services within 10 business days of rendering the applicable services.

Employee Covenant. (a) Buyer agrees to take reasonable measures to ensure that the employees of the Company Entities as of the Closing who continue to remain employed by the Company Entities (the “Continuing Employees”) will, during the period commencing on the Closing Date and continuing through the end of the calendar year in which the Closing occurs, continue to be provided with employee benefits (excluding defined benefit pension benefits, long-term incentive compensation, including equity awards and non-qualified deferred compensation benefits) that are substantially comparable in the aggregate to the employee benefits (excluding defined benefit pension benefits, long-term incentive compensation, equity awards and non-qualified deferred compensation benefits) provided to such employees immediately prior to the Closing Date. (b) Buyer shall use commercially reasonable efforts to (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Buyer to be waived with respect to Continuing Employees and their eligible dependents to the same extent that such limitations and periods had been satisfied by the Continuing Employees and their eligible dependents as of the Closing Date, (ii) give each Continuing Employee credit, for the plan year in which the Closing occurs, for their payments made towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred in the plan year prior to the Closing and (iii) to the extent that it would not result in a duplication of benefits and to the extent that such service was recognized under a similar Benefit Plan, give each Continuing Employee service credit for such Continuing Employee’s employment with the Company Entities for purposes of vesting and eligibility to participate (but not for benefit accrual purposes under (x) any defined benefit pension plan or (y) any Buyer plan if such service was not relevant for benefit accrual purposes under the comparable Benefit Plan of the Company Entities) under each applicable Buyer benefit plan, as if such service had been performed with Buyer. (c) Buyer’s obligations hereunder shall cease to apply to the extent that the Company does not provide Buyer, within thirty (30) days after Closing, with the information that is reasonably necessary for Buyer to comply herewith. (d) Nothing in this Agreement is intended to (i) be treated as an amendment to any particular Benefit Plan, (ii) prevent Buyer from amending or termi...

Employee Covenant