Future Business. 5. Employee recognizes that he is employed at the highest levels of the Company and has access to the Company's most sensitive and confidential information, including long-range projections, marketing strategies, and other Company Data. Employee also agrees that Company's market extends to many states throughout the United States and that limiting the scope of this Agreement to South Carolina will not protect Company's legitimate business interests. Employee covenants and agrees, therefore, that during the Restricted Period, he will not work for a Competing Company (as defined below) in the Company's Market Territory (as defined below), including without limitation, as proprietor, partner, investor, shareholder, director, officer, employee, consultant, independent contractor, or otherwise; provided, however, that the foregoing restriction shall not prohibit Employee from being a passive investor owning less than 10% equity interest in a publicly traded company.
Future Business. The Seller agrees to act in good faith to attempt to select PPDA and/or its affiliates for all its services and to place all its business on PPDA' internal programs. The Seller shall not be bound by this provision should the Seller determine that the use of PPDA's program place the Seller at a competitive disadvantage to other programs offered through competitors of PPDA.
Future Business. The Company and the Subsidiaries agree that they will, and the Stockholders will cause the Company and the Subsidiaries and all other subsidiaries of the Company and the Subsidiaries to, conduct all business (for avoidance of doubt, this shall include all future business activities of the Company and the Subsidiaries) other than the Existing Business ("New Business") exclusively through the New L.L.C. or through one or more Mirror Companies as further set forth in Section 6.02(c) below. The Company, the Subsidiaries and the Stockholders agree that a "Mirror Company" shall mean a limited liability company (or limited partnership for projects in Texas or other states in which a substantial tax or other benefit to the Purchaser or the Company makes use of a limited partnership more reasonable) formed by the Purchaser and the Company and the Subsidiaries. The Company, the Subsidiaries and the Stockholders agree that (1) each Mirror Company operating agreement shall be in the form of the operating agreement attached hereto as Exhibit C (appropriately conformed if the entity is a limited partnership) and that the Company, the Subsidiaries and the Purchaser shall enter into each such operating agreement, and (2) each Mirror Company will be structured so as to be a pass-through entity for federal and state tax purposes. The Company, the Subsidiaries and the Stockholders acknowledge and agree the Purchaser's right to an interest in each Mirror Company as set forth in Exhibit C and Section 6.02(d) in consideration of the capital contribution of $30,000,000 by the Purchaser to the New L.L.C.
Future Business. To the extent that Seller refers to Buyer a signed contract to perform a catering job that Buyer desires to perform, Buyer shall pay to Seller 10% of the catering price to the extent that a 10% profit is not obtainable by Buyer under the terms of the contract, then 50% of the profit that Buyer would otherwise earn, to Seller upon receipt of payment by Buyer from the client.
Future Business. The Members acknowledge and agree that they intend for all management and franchise activities, other than franchise or management
Future Business. Seller will encourage its businesses to continue to do business with the Purchaser after the Closing; provided, Purchaser acknowledges that this Section shall not be deemed to create any legal obligation for 67 Seller or any of its affiliates to do business with the Purchaser after the Closing.
Future Business. COMPANY and IPO understand and agree that if COMPANY desires to go public in Western Markets during the term of this Memorandum of Understanding it will retain IPO for its Business Services in accordance with IPO's usual and customary fees.
Future Business. The Members acknowledge and agree that they intend for all management and franchise activities, other than franchise or management activities permitted under subsection 2.4.1 or relating to the hotels currently managed under the Existing Contracts, to be conducted by Northridge Holdings or IHC, as opposed to the Company, and neither the Managing Member nor the Non-Managing Member shall have any obligation, fiduciary or otherwise, to offer or bring to the Company any opportunities relating to any business activities not contemplated in subsection 2.4.1. It is anticipated that all such opportunities not contemplated by subsection 2.4.1 shall belong to Northridge Holdings or IHC.
Future Business. Provided that SRS is not in breach of any RSA with any Current Customer, Phoenix shall, during the term of this Agreement, provide SRS with the names, addresses and contact information for each of its customers, and recommended SRS for DR Services ("Leads"). SRS shall register any such Lead in accordance with its lead registration process, which includes verifying that such Lead is not a current subscriber or active prospect of SRS. SRS shall inform Phoenix within 48 hours of receipt of any Lead from Phoenix as to whether the Lead can be registered. SRS shall use commercially reasonable efforts to enter into RSA's with the Leads; provided, however, SRS shall not be required to enter into RSA's with any international customers of Phoenix unless in SRS' sole discretion SRS believes it can service such customers. Nothing herein shall be construed to create an exclusive arrangement between Phoenix and SRS. If any Lead registered in accordance with SRS' then current registration procedure executes an RSA with a commencement date which occurs during the term of this Agreement, SRS shall pay to Phoenix a commission equal to *** percent (***%) of the net committed revenue under the particular RSA for DR Services applicable to platforms which are then running Phoenix software. "Net committed revenue" under a RSA shall mean the net subscription fees under the RSA excluding platforms and peripherals not directly associated with the Phoenix software application, all upgrade fees, disaster declaration and usage fees, equipment acquisition fees, block time and testing fees or any fees for special services. No commissions will be paid in connection with any RSA executed by the Lead more than twelve (12) months after initial referral hereunder, or in connection with any RSA with entities who then are active prospects of SRS or customers of SRS or who were registered with SRS by a third party. SRS will make commission payments quarterly. Commission payments shall be accompanied by an accounting of the calculation of such fees.
Future Business. During the term of the Consumers Agreement (as defined in Section 7.2.9), if Seller, Consumers Power Company or any of their affiliates acquire any domestic utility company that does not have an internal accounts receivable processing department or that does not have a long term contract with a collection service provider or that has a long term contract with a collection service provider that may be terminated, Seller will cause, provided that Purchaser is not under material default under any agreement with Seller, Consumers Power Company or any of their affiliates to make such utility give Purchaser a right of first refusal to provide collection services at rates equal to written quotes obtained by such utility from Purchaser's competitors. In addition, if Consumers Power Company or any of their affiliates acquire any domestic utility company that has a long term contract with a collection service provider that may not be terminated until expiration of the term of agreement, upon such expiration, Seller shall give Purchaser the right of first refusal to provide collection services at rates equal to written quotes obtained by such utility from Purchaser's competitors.
