Non-Competition. Because of Employer Group's legitimate business interest as described in this Agreement and the good and valuable consideration offered to the Associate, the receipt and sufficiency of which is acknowledged, during the term of Associate's employment and for the one year beginning on the last day of the Associate's employment with the Employer, whether terminated for any reason or no reason, by the Associate or the Employer, (the "Restricted Period"), the Associate agrees and covenants not to engage in Prohibited Activity within the United States, or the geographical regions for which the Associate provides services during the course of employment, whichever is larger. For purposes of this non-compete clause, "Prohibited Activity" is activity in which the Associate contributes the Associate's knowledge, directly or indirectly, in whole or in part, as an associate, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Employer Group, including those engaged in the business of manufacturing and distribution of doors, windows, trim, and other building supplies manufactured or distributed by the Employer Group. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information. The Employer Group regards as its primary, but not exclusive, competitors the following: Masonite, Weather Shield, PlyGem, Pella, Xxxxxxxx Windows, Xxxxxx Windows, Steve’s and Sons, Fortune Brands Door Division (ThermaTru), Plastpro, Lynden Door, Xxxxx Bros., Woodgrain Millwork, PGT, Sierra Pacific, and Xxxx. Nothing herein shall prohibit Associate from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Associate is not a controlling person of, or a member of a group that controls, such corporation. This Section does not, in any way, restrict or impede the Associate from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.
Non-Competition a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(1) During the Employment Term and for a period of nine months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any customer of the Company or prospective customer of the Company:
(i) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment;
(ii) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding Executive’s termination of employment; or
(iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment.
(2) During the Restricted Period, Executive will not directly or indirectly:
(i) engage in any coal-related business that competes with the business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning) in the United States (a “Competitive Business”);
(ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant;
(iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers partners, members or investors of the Company or its affiliates, or
(v) disparage the Company or any of its stockholders, directors, officers, employees or agents.
(3) Notwithstanding anything to the contrary in this Agre...
Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Executive access to certain confidential and proprietary information, which Executive recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Executive and other employees similarly situated to Executive, and for ten ($10) other good and valuable consideration, the receipt and sufficiency of which Executive hereby acknowledges, Executive acknowledges and hereby agrees as follows:
(a) That Executive is and will be engaged in the business of the Company;
(b) That Executive has occupied a position of trust and confidence with the Company prior to the Effective date and that during such period and the period of Executive’s Employment under this Agreement, Executive has and will become familiar with the Company’s trade secret and with other proprietary and confidential information concerning the Company;
(c) That the obligation of this Agreement are directly related to the Employment and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Executive will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that after having access to the Company’s technology and other confidential information, Executive could become a competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and
(d) That for a period commencing on the Effective Date and ending nine (9) months following Termination as provided in Section 11 (a) or 11 (c) and, if and only if, Company has paid in immediately available funds to Executive within two (2) business days of such Termination all earned base compensation, signing bonus, incentive compensation, severance payments and deferred salary owed expenses owed to executive under this agreement and made all business expense reimbursement to Executive. In no event does Executive in any waive his righ...
Non-Competition. For purposes of this Section 8, all references to the Company shall be deemed to include all of the Company's affiliates and subsidiaries. The Employee will not utilize his special knowledge of the business of the Company and his relationships with customers, suppliers of the Company and others to compete with the Company. During the Term of this Agreement and for a period of two (2) years after the expiration or termination of this Agreement, the Employee shall not engage, directly or indirectly, or have an interest, directly or indirectly, anywhere in the United States of America or any other geographic area where the Company does business or in which its products or services are marketed, alone or in association with others, as principal, officer, agent, employee, director, partner or stockholder (except with respect to his employment by the Company), or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with or substantially similar to that engaged in by the Company at the time in question, including without limitation, the development, manufacture and distribution of security products, including, but not limited to, body armor, less-lethal munitions and anti-riot products for law enforcement and military agencies and related products, and the provision of security services, including, but not limited to, the provision of remote site logistics, investigative due diligence, systems integration and physical asset, executive and intellectual property asset protection or related services, or any other business engaged in by the Company at the time in question (it being understood hereby, that the ownership by the Employee of five percent (5%) or less of the stock of any company listed on a national securities exchange shall not be deemed a violation of this Section 8). During the same period, the Employee shall not, and shall not permit any of his employees, agents or others under his control to, directly or indirectly, on behalf of himself or any other person, (i) call upon, accept business from, or solicit the business of any person who is, or who had been at any time during the preceding two (2) years, a customer of the Company or any successor to the business of the Company, or otherwise divert or attempt to divert any business from the Company or any such successor, or (ii) directly or indirectly recruit or otherwise solicit or induce any person who is an employee of, or oth...
Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise:
a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or
b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or
c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or
d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can s...
Non-Competition. (a) During the period between the Closing Date and the third (3rd) anniversary of the Closing Date, the Seller shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, anywhere in the world, own, manage, operate or control, any business that is engaged in a Competing Business (as defined below); provided, however, that nothing herein shall limit the ability of the Seller and its Subsidiaries to (i) acquire and own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange that engages in a Competing Business if the Seller or a Subsidiary of Seller is not a member of a group that controls such Person and does not, directly or indirectly, own 9.9% or more of any class of securities of such Person, or (ii) purchase an entity or entities that are directly or indirectly engaged in, or assets that are used in, a Competing Business at the time of such acquisition, so long as (x) such acquired entity is primarily engaged, or the assets constitute a portion of a greater amount of acquired assets which taken as a whole are used primarily in, activities which are not Competing Businesses or (y) the Seller promptly disposes of any portion of such acquired entity (or acquired assets) that is engaged in a Competing Business. For purposes of this Section 5.7(a), a "Competing Business" means (i) the mining, manufacture or sale (including distribution) of (x) industrial minerals, or products manufactured therefrom, similar to those presently being mined, manufactured or sold by the Business, or (y) products which are currently the subjects of ongoing research projects disclosed in a letter which has been delivered by World Minerals to the Seller (with a copy to the Purchaser) prior to the date hereof, or (ii) the manufacture or sale of products utilizing crossflow filtration technology or of filtration membranes. For purposes of this Section 5.7(a), an acquired entity or group of acquired assets which, based upon financial statements for its most recently completed fiscal year, generated twenty percent (20%) or more of total revenues from Competing Businesses shall be deemed to be primarily engaged, or the assets primarily used, in activities which are Competing Businesses.
(b) Since the Purchaser will be irreparably damaged and its remedy at law will be inadequate in the event of a breach of Section 5.7(a), the Purchaser shall be entitled to an injunction restraining any violation of suc...
Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, or solicit for employment or in any other fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the event the employment of the Employee is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable law.
Non-Competition. (a) The Consultant acknowledges that the Consulting Services are special, unique and extraordinary to the Company's business, and that he may during the Term hereof obtain confidential information of the Company's trade secrets, devices, software, production materials, algorithms, designs, technology, ideas, know-how, compositions, data, techniques, improvements, inventions (whether patentable or not), works of authorship, business and product development plans, the salaries and terms of compensation of the Company's employees, other consultants, customers and other information concerning the Company's actual or anticipated business, research or development, formulae, processes, codes, machinery and patterns (collectively, "Confidential Information"), the use or revelation of which by the Consultant during his consultancy or after the termination of the consultancy hereunder, might, would or could injure or cause injury to the Company's business. Accordingly, the Consultant agrees that he will forever keep secret and inviolate any knowledge or information as to any Confidential Information and will not utilize the same for his private benefit or directly or indirectly for the benefit of others and he will never disclose such secret knowledge or information to anyone else. The foregoing shall not be applicable to any information which now is or hereafter shall be in the public domain other than as a result of a disclosure by the Consultant, is in the possession of the Consultant prior to the date of rendering any services to the Company and was not received directly or indirectly from the Company, or is independently developed by the Consultant without the use of information received directly or indirectly from the Company.
(b) Further, upon the termination of this Agreement, by the Company pursuant to Sections 8(a), (b) or (c) or upon the Consultant's voluntary resignation or upon the expiration of the Term hereof, the Consultant will not engage in any business in competition with the business of the Company within the Territory, nor directly or indirectly perform services for any person, firm or corporation engaged in such a competitive business in such territory for a period of twelve (12) months following such termination of his consultancy.
(c) Subsequent to the termination of this Agreement and for the period set forth in Section 5(b) hereof, the Consultant will not interfere with or disrupt or attempt to disrupt the Company's business relationship wi...
Non-Competition. From the Closing Date until the third (3rd) anniversary of the Closing Date, the Sellers shall not own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged, directly or indirectly, in the business of (a) soliciting, originating, underwriting, financing, refinancing and brokering Mortgage loans for sale to Mortgage Program Sponsors under the Mortgage Programs transferred to the Purchaser as part of the Acquired Assets or (b) acting as “primary servicer,” “master servicer, ” “special servicer” or “sub-servicer” in respect of Mortgage loans (any such business referred to under clause (a) or (b), a “Restricted Business”); provided, however, that the restrictions contained in this Section 5.11 shall not restrict (i) the Sellers from acting as a “special servicer” on a contract basis for Mortgage loans not involving the direct servicing of Mortgage loans for third party Securitizations or Mortgage Program Sponsors under the Mortgage Programs transferred to the Purchaser as part of the Acquired Assets, (ii) any activities of Capmark Bank, (iii) the Sellers from engaging in servicing (A) any Mortgage loans held by any Seller or any Affiliate of any Seller or for which any Seller or any such Affiliate acts as agent, or (B) any third party mortgage loans under programs and arrangements currently conducted by any Seller or any Affiliate of any Seller other than the Servicing Agreements, including New Markets Tax Credits, military housing, and affordable housing mortgage loans or bonds related to the low income housing tax credit business (for purposes of this clause (iii), the term “Affiliate” shall not include any Person that Controls Parent or any Person (other than Sellers and any Person Controlled by any Seller) Controlled by such Person), (iv) any third party who acquires any Seller or Affiliate of the Sellers by way of a merger, consolidation, combination with, or acquisition of a material portion of the Properties of a Seller or (v) the acquisition by the Sellers and their respective Affiliates of (in the aggregate) less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business. The Parties acknowledge and agree that any remedy at Law for any breach of the provisions of this Section 5.11 may be inadequate, and hereby consent to the granting by any court of an injunction or ...
Non-Competition. (a) During the Employment Term and for a period of one (1) year after the Termination Date (the "Restricted Period"), the Executive shall not directly or indirectly, for his own account or for the account of others, serve as an officer, director, stockholder, owner, partner, employee, promoter, consultant, advisor, manager or otherwise participate in the promotion, financing, ownership, operation, or management of, or assist in or carry on through a proprietorship, corporation, partnership or other form of business entity or otherwise that intends to compete against the Company or any of its affiliates or customers. Nothing in this Section 6 shall prohibit the Executive from acquiring or holding any issue of stock or securities of any Person that has any securities registered under Section 12 of the Exchange Act, listed on a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc. so long as the Executive is not deemed to be an "affiliate" of such Person as such term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act and the Executive, members of his immediate family, or persons under his control do not own or hold more than five percent (5%) of any voting securities of any such Person.
(b) During the Restricted Period, the Executive shall not, whether for his own account or for the account of any other person (excluding the Company):
(i) solicit or contact in an effort to do business with any person who was a customer or a potential customer of the Company during the term of this Agreement, or any affiliate of any such person, if such solicitation or contact is for the purpose of competition with the Company;
(ii) solicit or induce any of the Company's employees to leave their employment with the Company or accept employment with anyone except the Company; or
(iii) interfere in a similar manner with the business of the Company. Nothing herein shall prohibit or preclude the Executive from performing any other types of services that are not precluded by Section 6 (a) for any other Person.
(c) The Executive has carefully read and considered the provisions of this Section 6 and, having done so, agrees that the restrictions set forth in this Section 6 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directo...
