Non Compete and Non Solicitation Obligation Sample Clauses

Non Compete and Non Solicitation Obligation. Neither the Seller nor any of its affiliated group companies shall engage, directly or indirectly, as a proprietor, shareholder, partner or otherwise in competition with the Business sold under this Agreement for three (3) years from the Closing Date and limited to Germany and Austria, provided that Seller (and Seller’s Group) shall not be prevented from (i) taking any measures to ripen and distribute bananas in the event that the Company does not provide such services under the Banana Ripening and Distribution Agreement, (ii) continuing and expanding its businesses of directly selling fruits and vegetables under the Xxxxxxxx brand or other brands owned or controlled by the Seller Group and (iii) testing new products or other innovations, including any proprietary technology, at or from a facility of the Seller’s Group before such new product or innovation is fully introduced into the German market (including for the avoidance of doubt during an introduction period when the Group Companies’ facilities are not yet prepared to fully assume the performance of any relevant services). The Seller further agrees not to directly or indirectly solicit, interfere with or endeavour any Key Employees of the Group Companies unless such employees respond to a bona fide recruitment campaign. In the event of a breach of this Section 12.6 by the Seller or any of its affiliates, the Seller shall pay to the Purchaser or the Company a lump sum amount of EUR [*] (Euro [*]) for each and every week the Seller continues to be in breach after the expiry of an initial cure period of 10 Business Days triggered by Purchaser giving Seller Notice of such breach (without the need of any court order); for the avoidance of doubt, such Purchaser shall not be entitled to such amount with regard to any breaches that occurred prior to the aforementioned notice and the expiry of the initial cure period. The aforementioned amount will be without prejudice to (but will be taken into account with regard to) any right of the Purchaser to recover actual damages in excess of the aforementioned lump sum amount. Section 341 of the German Civil Code (Bürgerliches Gesetzbuch) remains applicable.
Sample 1
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Non Compete and Non Solicitation Obligation. 4.1 EMPLOYEE acknowledges that this Agreement is entered into concurrently with the sale to the Company of a business to which EMPLOYEE is a key contributor, and that the Company is entrusting EMPLOYEE with continuing to manage and grow all aspects of that business in his new capacity as an employee of the Company as part of this sales transaction. EMPLOYEE agrees that he shall not (i) engage, directly or indirectly, in any other nuclear or ultrasound sales or services business activity in the states of Georgia, Alabama and Tennessee, or (ii) hire, solicit, or attempt to hire on behalf of himself or any other party any employee or exclusive consultant of the Company for a period of time determined as follows:
Sample 1
Non Compete and Non Solicitation Obligation. 4.1 EMPLOYEE acknowledges that this Agreement is entered into concurrently with the sale to the Company of a business to which EMPLOYEE is a key contributor, and that the Company is entrusting EMPLOYEE with continuing to manage and grow all aspects of that business in his new capacity as an employee of the Company as part of this sales transaction. EMPLOYEE agrees that he shall not (i) engage, directly or indirectly, in any other nuclear or ultrasound sales or services business activity in the states of Georgia, Alabama and Tennessee, or (ii) hire, solicit, or attempt to hire on behalf of himself or any other party any employee or exclusive consultant of the Company for a period of time determined as follows: (a) For a period of two (2) years commencing on EMPLOYEE's Termination Date, if EMPLOYEE's employment is terminated (i) by EMPLOYEE; or (ii) for Cause as defined in Section 3.1; or (iii) at the end of the Term of this Agreement; or (iv) without Cause, if EMPLOYEE is ineligible to receive the Termination Payment because the Company has failed to achieve, on a straight-line prorated basis, EBITDA goals as set for in Exhibit A attached hereto; or (b) If EMPLOYEE's employment is terminated without Cause, and EMPLOYEE is eligible to receive the Termination Payment because the Company has achieved, on a prorated basis, EBITDA goals as set forth in Exhibit A attached hereto, either for the Term of this Agreement or for two years, whichever time period is longer. EMPLOYEE acknowledges that the non-compete and non-solicitation covenants in this Agreement are limited in time and scope so as to be reasonable and equitable to him and the Company. EMPLOYEE and the Company agree that it is not the Parties' intention to violate any public policy, statutory rule or regulation, or common law by entering into this Agreement. Accordingly, if any part of the non-compete and non-solicitation covenants contained herein are determined by an arbitrator or court of competent jurisdiction to be overly broad thereby making the covenants unenforceable, the Parties agree that such court or arbitrator shall substitute a reasonably judicially enforceable limitation in place of the offensive part of the covenants and that as modified, the covenants shall be fully enforceable as if set forth herein by the Parties themselves in modified form. 4.2
Sample 1

Related to Non Compete and Non Solicitation Obligation

  • Non-Compete and Non-Solicitation The Employee undertakes, agrees and covenants with the Company that for a period of 6 (six) months from the termination/ expiry of this contract, as the case may be (“Non-Compete Period”), the Employee shall not, either directly or indirectly work with any company, association, firm, individual or carry on any activity, which is the same as, or similar to, or which competes or is reasonably likely to compete with, the business of the Company, including, but not limited, to any company involved in the field of Education technology. The Employee acknowledges that the restrictions on the competitive activity of the Employee set forth in this contract are mainly to protect the value of the Company due to the loss of an employee. The Employee acknowledges and agrees that the covenants contained in this clause are no more extensive than is reasonable to protect the interests of the Company and to protect the business of the Company. The Employee acknowledges and deems the terms and conditions of this contract, including the remuneration given hereunder, to be adequate consideration for giving the undertakings contained in this clause.

  • Non-Competition, Non-Solicitation and Non-Disparagement (a) The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential Information. The Executive agrees that, during the Term and during such period of time after the Term that the Executive continues to receive his salary and benefits without interruption from the Company during the Termination Benefits Period (as defined hereinafter), other than in the event that the Executive is terminated for Cause, in which case he will remain subject to this provision even in the absence of receiving any further salary or benefits, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of in which the Company does business. The Executive acknowledges that, due to the nature of the Company’s business, the loss of any of its clients or the improper use of its Confidential Information could create significant instability and cause substantial damage to the Company and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development, marketing and sale of “over-the-counter”, homeopathic and dietary supplement products. Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be deemed to prohibit the Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation.

  • Non-Solicitation and Non-Competition Ancillary to the agreements to provide Executive with the Confidential Information as set forth above, and in order to aid in the enforcement of those agreements, Executive agrees that, during the Term and for a period of two (2) years after the termination of Executive’s employment with the Company (or, in the event Executive is entitled to the payments and benefits described in Section 4.3(c) for a period of one (1) year after termination of Executive’s employment with the Company) (as applicable, the “Prohibited Period”), he will:

  • Non-Competition; Non-Solicitation; Non-Disparagement Arrow and its Affiliates are engaged in the businesses of banking, lending, trust operations and providing financial, property, casualty and health insurance and investment adviser services and products (collectively, the “Business”). As a senior executive, Executive provides services that are unique, special and/or extraordinary to the Business in which Arrow and its Affiliates engage, and have access to and will learn of trade secrets of Arrow and its Affiliates and confidential information pertaining to their customers. The provisions of Paragraphs 9 and 10 are agreed by the parties to be reasonable and necessary to protect the goodwill of Arrow’s and its Affiliates’ Business, the good will of special/long-term customer relationships, Arrow’s and its Affiliates’ confidential information and trade secrets (including but not limited to information concerning their customers, marketing studies, marketing strategies, acquisition plans, costs, personnel and financial performance) and confidential customer information and to protect against unfair competition by an employee whose services are special, unique and/or extraordinary to the Business of Arrow and its Affiliates and their long-term success. Accordingly, the Executive agrees as follows:

  • Non-Competition and Non-Solicitation In consideration of the salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period of one (1) year following the termination of the Employment for whatever reason:

  • Non-Solicitation; Non-Competition (a) Executive agrees that, during the Term and until nine (9) months after the termination of his employment, Executive will not, directly or indirectly, including on behalf of any person, firm or other entity, employ or actively solicit for employment any employee of the Company or any of its Affiliated Entities, or anyone who was an employee of the Company or any of its Affiliated Entities within the nine (9) months prior to the termination of Executive’s employment, or induce any such employee to terminate his or his employment with the Company or any of its Affiliated Entities.

  • Non-Solicitation and Non-Compete The Executive agrees that,

  • Non-Competition; Non-Solicitation Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:

  • Non-Solicitation; Non-Disparagement Executive shall not for a period of one (1) year following Executive’s termination of employment for any reason, either on Executive’s own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or shareholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly solicit or attempt to solicit away from the Company any of its officers or employees or offer employment to any person who is an officer or employee of the Company; provided, however, that a general advertisement to which an employee of the Company responds shall in no event be deemed to result in a breach of this Section 11(b). Executive also agrees not to harass or disparage the Company or its employees, clients, directors or agents.

  • Non-Competition; Non-Solicitation; Confidentiality (a) While the Recipient is employed by the Company and for a period of one (1) year after the termination or cessation of such employment for any reason (the “Restricted Period”), the Recipient will not directly or indirectly:

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