Mutual Covenant Not to Compete Sample Clauses

Mutual Covenant Not to Compete. Lakes agrees that, during the term of this Agreement, neither it nor its Affiliates will finance, manage, or consult in connection with any facility where Gaming Operations are or will be conducted within a radius of twenty-five (25) miles from the Gaming Facility Site without the prior written consent of Pawnee. Pawnee agrees that, during the term of this Agreement, neither it nor its Affiliates will solicit or enter into any negotiations or agreements with any person or company with respect to any Gaming Operations to be conducted within twenty-five (25) miles of the Gaming Facility Site, nor conduct any Gaming Operations within twenty-five (25) miles of the Gaming Facility Site, without the prior written consent of Lakes.
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Mutual Covenant Not to Compete. Medi-Pharma shall not, during the period beginning on the date hereof and ending on the fifth (5th) anniversary of the date hereof (the “Exclusivity Period”), without the explicit written consent from Pro-Pharma, engage in research, evaluation, clinical development, marketing or other commercial exploitation specifically designed to develop regiments and procedures for polysaccharide based therapies in Oncology Indications. By the same token, Pro-Pharma shall not, during the period beginning on the date hereof and ending on the fifth (5th) anniversary of the date hereof, without the explicit written consent of Medi-Pharma, engage in research, evaluation, clinical development, marketing or other commercial exploitation specifically designed to develop regiments and procedures for polysaccharide based therapies in Heart Indications. In case Medi-Pharma inadvertently develops during the Exclusivity Period an Item of IP related to polysaccharide based therapies in Oncology Indications, or in case Pro-Pharma inadvertently develops during the Exclusivity Period an Item of IP related to polysaccharide based therapies in Heart Indications, Medi-Pharma or Pro-Pharma, as the case may be, shall grant ProPharma or MediPharma, as the case may be, an exclusive right until the end of the Exclusivity Period and a nonexclusive right after the expiration of the Exclusivity Period, each exercisable within one hundred twenty (120) days after written notice from the other party, to commercially exploit such Item of IP. In the event a party desires to commercially exploit an Item of IP developed by the other party hereunder, the parties agree to negotiate in good faith for a period of 30 days to determine a fair market royalty and other license terms for the use of the Item of IP, taking into account evidence of license terms negotiated by arms length parties in comparable situations, including the size of the market and potential revenues for the product developed from the Item of IP, the time and investment necessary to obtain an NDA for the product, the ease or difficulty of manufacture and other factors, and in the event the parties cannot agree upon a fair market royalty and other license terms, the parties agree to submit the issue to an arbitrator in binding arbitration, who shall be authorized to set a fair market royalty and license terms based upon evidence submitted by the parties (the royalty determined as a result of this process herein called the “Fair Royalty”). ...
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Mutual Covenant Not to Compete. Each of Neose and MSPC agrees that, while it is a Member, neither it nor any of its direct or indirect subsidiaries will, directly or indirectly, engage in, have any equity or profit interest in, make any loan to or for the benefit of, guaranty the repayment of any funds by, or render services to, or license any Information to, any business conducting operations in the Territory which are competitive with the business activities of the Company, including without limitation the development, production and commercialization of products in the Field, provided that nothing herein shall be deemed to prohibit either Neose or MSPC from buying compounds from a third party not then produced by the Company.
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Mutual Covenant Not to Compete. (a) For a period of five (5) years following the Closing Date, Sellers shall not, directly or indirectly, manufacture, market, sell or distribute, or license to or otherwise grant or transfer to third parties (including without limitation DuPont and Merck or their Affiliates) the right to manufacture, market, sell, distribute or develop (unless any such product to be developed is not marketed, sold or distributed prior to the fifth anniversary of the Closing Date), any pharmaceutical product that contains a compound that constitutes an API on the Closing Date or a compound that is a Derivative of any such API or, directly or indirectly, invest in, manage, operate, join or control as a partner, stockholder, member or otherwise any entity that engages in any such activities (any of the foregoing constituting a "Competitive Activity"); provided, however, that nothing contained herein shall limit Sellers from: (i) conducting any Competitive Activity with respect to an Exempted Product, in the Dosage Form existing on the Closing Date, in its applicable Exempt Territory or Exempt Territories; (ii) conducting any Competitive Activity with respect to Sinemet or Sinemet CR; (iii) manufacturing an Exempted Product, in the Dosage Form existing on the Closing Date, in the United States or elsewhere for distribution and sale in its applicable Exempt Territory or Exempt Territories or conducting any other activities for which Sellers are licensed under Section 2.6(b); (iv) conducting any Competitive Activity for the account of Purchaser necessary to the performance of Sellers' obligations under this Agreement or the Ancillary Agreements; (v) conducting any Competitive Activity with respect to a product that combines any such API or Derivative with a separate active pharmaceutical ingredient where the product is intended to be principally utilized for an indication outside of pain management or the principal indication (as of the Closing Date) of the Products utilizing the API or Derivative contained in such product; provided, however, that the exception provided in this clause (v) shall not apply to oxymorphone or molindone; (vi) investing in securities having less than 10% of the outstanding voting power of any entities whose securities are publicly traded or listed on any securities exchange or automatic quotation system or owning any equity interest through any employee pension or benefit plan; or (vii) acquiring any interest in any business some of the operations of...
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Mutual Covenant Not to Compete. From and after Closing, Seller and Shareholder and Buyer covenants and agrees as follows:
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Related to Mutual Covenant Not to Compete

  • Covenant Not to Compete During the Initial Term or any Renewal Term of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.

  • Covenants Not to Compete No Initial Stockholder, employee, officer or director of the Company is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.

  • Agreement Not to Compete In order to protect the business interests and good will of Company and its Affiliates with respect to Customers and accounts, and to protect Confidential Information, Executive covenants and agrees that for the entire period of time that this Agreement remains in effect, and for a period of one (1) year after termination of Executive’s employment for any reason, Executive will not:

  • Release and Covenant Not to Xxx Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Document.

  • Restrictive Covenant Agreement The Company’s obligations under this Agreement, including the Company’s agreement to provide severance and to allow Employee to participate in the other compensation programs as provided on Schedule A, is conditioned on Employee signing a Restrictive Covenant Agreement in the form of Schedule B (the “Restrictive Covenant Agreement”).

  • Covenant Not to Sxx The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Covenant Not to Compete or Solicit (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the “Restricted Period” within the “Restricted Area” (as those terms are defined in Section 10(e) below):

  • Restrictive Covenant Agreements The Executive agrees to be bound by the Invention and Non-Disclosure Agreement attached hereto as Exhibit A and the Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B (Exhibit A and Exhibit B together referred to as the “Restrictive Covenant Agreements”), each of which are incorporated by reference herein. The provisions of the Restrictive Covenant Agreements shall survive the term of this Agreement pursuant to the terms set forth in Exhibit A or Exhibit B, as applicable.

  • Mutual Nondisparagement The Executive and the Company each agree that, following the Executive’s termination of employment, neither the Executive, nor the Company will make any public statements which materially disparage the other party. The Company shall not be liable for any breach of its obligations under this paragraph if it informs its directors and executive officers, as such term is defined in Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as amended, of the content of its covenant hereunder and takes reasonable measures to ensure that such individuals honor the Company’s agreement. Notwithstanding the foregoing, nothing in this Section 10(b) shall prohibit any person from making truthful statements when required by order of a court or other governmental or regulatory body having jurisdiction or to enforce any legal right including, without limitation, the terms of this Agreement.

  • Restrictive Covenants Agreement I understand that I am or will be an employee to or other service-provider of The Xxxxx Xxxxx Company and/or its Subsidiaries and/or its Affiliates (collectively the "Company"), and will learn and have access to the Company's confidential, trade secret and proprietary information and key business relationships. I understand that the products and services that the Company develops, provides and markets are unique. Further, I know that my promises in this Restrictive Covenants Agreement (the "Agreement") are an important way for the Company to protect its proprietary interests and that The Xxxxx Xxxxx Company would not have granted me RSUs or other equity grants unless I made such promises. In addition to other good and valuable consideration, I am expressly being given RSUs or other equity grants in exchange for my agreeing to the terms of this Agreement. In consideration of the foregoing, I (the "Executive") agree as follows:

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