Non-competition by Seller. Seller covenants and agrees that neither it nor any of its Affiliates or related parties will, directly or indirectly, on behalf of itself or any other party, sell, market, promote or distribute, license, research or develop any Thrombolytic Therapy Product for a period of three (3) years commencing on the Closing Date, or invest in, participate in or assist any other entity with respect to any of the foregoing. Notwithstanding the foregoing, nothing in this Section 9.6 shall prevent Seller from (i) engaging in or consummating any transaction relating to Seller's tissue culture based urokinase product marketed under the brand name Abbokinase(R); (ii) acquiring a third party that derives 10% or less of its annual net sales from the development, sale, marketing, promotion or distribution of any Thrombolytic Therapy Product; or (iii) engaging in research, developing, selling, marketing, promoting and/or distributing any product that may be used on an off-label basis as a Thrombolytic Therapy Product, provided that any such research, development, promoting and marketing is not intended for use of the product as a Thrombolytic Therapy Product.
Non-competition by Seller. Seller covenants and agrees that neither it nor any of its Affiliates or related parties will, directly or indirectly, on behalf of itself or any other party, sell, market, promote, distribute, license, research or develop in the United States any Thrombolytic Therapy Product for a period of three (3) years commencing on the Closing Date, or invest in (other than Buyer), participate in or assist any other entity with respect to any of the foregoing. Notwithstanding the foregoing, nothing in this Section 9.6 shall prevent Seller from (i) acquiring a third party that derives 10% or less of its annual net sales from the development, sale, marketing, promotion or distribution of any Thrombolytic Therapy Product; or (ii) engaging in research, developing, selling, marketing, promoting and/or distributing any product that may be used on an off-label basis as a Thrombolytic Therapy Product, provided that any such research, development, promoting and marketing is not intended for use of the product as a Thrombolytic Therapy Product.
Non-competition by Seller. Seller acknowledges and agrees that Purchaser, the Company and their Affiliates will continue to engage in Transaction Services to third parties providing Age-Restricted Services following the Closing throughout the world. Accordingly, as an agreement ancillary to the purchase of the Member Interest and as a material inducement to Purchaser to enter into this Agreement, Seller agrees that during the Non-Competition Period, neither Seller nor any of its Affiliates shall, without Purchaser's or the Company's prior written consent, engage (whether as an owner, operator, manager, employee, officer, director, consultant, advisor, representative or otherwise), directly or indirectly, in any Transaction Service to third parties providing Age-Restricted Services anywhere in the world, other than (i) third parties that or who are customers of Seller or its Affiliates (excluding the Company) as of the Closing Date and (ii) third parties for which Age-Restricted Services comprise less than 25% in revenues of the aggregate Transaction Services provided by Seller.
Non-competition by Seller. (a) Seller covenants and agrees that, during the period commencing on the Closing Date and ending on the date which is five (5) years after the Closing Date, it will not, without the express written consent of HCCI, directly or indirectly (through any subsidiary, affiliate or controlled entity of the Seller) (collectively, the "SELLER ENTITIES," and individually, a "SELLER ENTITY"), whether as owner, partner, shareholder, consultant, agent, co-venturer or otherwise, and Seller and each Stockholder will cause each Seller Entity not to, anywhere in the United States: (i) engage or participate in, assist in any manner or in any capacity, or have any interest in or make any loan to any person, firm, corporation or business that engages in any activity that is directly competitive with the Company Business (as defined below), or (ii) hire or engage or attempt to hire or engage for or on behalf of Seller, any Seller Entity or any such competitor, any officer or employee of HCCI or any direct or indirect subsidiary of HCCI (collectively, the "COMPANY ENTITIES," and, individually, a "COMPANY ENTITY"), or any former officer or employee of any Company Entity or any Seller Entity who was employed by any Company Entity or any Seller Entity at any time within the twelve (12) month period prior to the date of such hiring or attempt to hire, (iii) encourage, for or on behalf of such Seller, any Seller Entity or any such competitor, any such officer or employee or any such former officer or employee to terminate his or her relationship or employment with any Company Entity, (iv) solicit, for or on behalf of such Seller, any Seller Entity or any such competitor, any customer of any Company Entity who was a customer of any Company Entity or Seller within the twelve (12) month period prior to the date of such solicitation, and (iv) diverting to any Person any customer or business opportunity of any Company Entity. For purposes of this Agreement, "
Non-competition by Seller. (a) Seller acknowledges that in consideration of the payment of the Purchase Price, Purchaser is acquiring the goodwill of the Business, including complete ownership and control of the Business Assets. Therefore, Seller agrees that for a period commencing upon the Closing Date and ending upon the fifth (5th) anniversary ("Anniversary Date") thereof, unless otherwise extended, neither Seller nor Seller's assignees, will, directly or indirectly, license or sell software, technology, products or services in the Consumer Electronics Market; provided, however, that Seller may license or sell its Internet Browser -------- ------- as a stand alone software product within the Consumer Electronics Market, provided that such Internet Browser (i) may be capable of decompressing streaming video standards (e.g., Real Networks, Apple Quicktime, Windows Media formats, MPEG-1, MPEG-4, etc.) only on the Internet, but (ii) otherwise is incapable of decompressing MPEG-2 digital signals. Seller represents to Purchaser that the enforcement of the restriction contained in this Section 5.12 would not be unduly burdensome to Seller and that
Non-competition by Seller. During the period beginning on the Closing Date and ending on February 1, 2006 (the “Non-Compete Period”), except as hereafter provided, neither Seller nor Parent shall alone, through any subsidiary or joint venture or as a member, partner, or agent of any partnership, or as an agent, member, stockholder (except 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) or as an investor in any corporation or other person or entity of any kind whatsoever, directly or indirectly, (i) engage in, (ii) own, manage, operate, control or participate in the ownership, management, operation or control of, or (iii) be connected in any manner with, any business or activity which engages in a business competitive with the Business in anywhere in the United States. Notwithstanding anything to the contrary contained in this Section, (A) Seller shall be entitled to exercise its rights and obligations (i) under that certain Distribution Agreement between Xxxxxxxx Analytics Ltd. and Seller dated July 31, 2001 (a summary of the relationship under such agreement is attached as Schedule 4.1(a) and (ii) in relation to current and future web data and display data customer contracts, and (B) Seller and Parent shall not be prevented in any way from (X) selling any of its other divisions, subsidiaries, or other businesses to a Person which is or may be in competition with the Business, (Y) entering into a joint venture with a Person relating to another division, subsidiary or other business of Seller, which Person is also in competition with the Business; provided such joint venture is not in competition with the Business, or (Z) merging with any Person which is or may be in competition with the Business.
Non-competition by Seller. Seller agrees not to engage in or --------------------------- carry on, directly or indirectly, the sale of a Product similar in formula to the "Carbfighter Product" in the United States, either for itself or themselves or as a member of a corporation, partnership, limited partnership, limited liability company, joint venture or other entity or as an investor, agent, associate, employee or consultant of or to any person or entity or otherwise. The covenant contained in the preceding sentence shall continue for a period of [2] years from and after the date of this Agreement. Such covenant shall exclude the rights of Seller to continue marketing the CARB BLOCKER product as an upsell to its Ultimate Lean Routine products only, and also excludes the combination fat neutralizer/carbohydrate neutralizer product currently under development by Garden State Nutritional for use by Seller in upcoming shows. Seller acknowledges that it has carefully read and considered the restraints imposed upon it pursuant to this Section and agrees that such restraints are necessary for the reasonable and proper protection of Buyer and the value of the Purchased Assets which it has acquired from Seller and that such restraints are reasonable in respect to subject matter, length of time and area.
Non-competition by Seller. (a) For a period of four (4) years after the Closing Date, Seller and any of its subsidiaries, Affiliates, successors or assigns (except as hereinafter stated) shall not, directly or indirectly, alone, or as a partner, partial owner, consultant, or agent (of any other corporation, partnership or other business organization), engage in the delivery of technology consulting services and solutions to the retail and distribution industries other than as is reasonably necessary for the sale, licensing, installation, integration, use, implementation and support of viaLink products and services. Seller and Netplex agree that the viaLink business is defined as substantially building, marketing and implementing proprietary software products, information content and related services to facilitate electronic commerce. If Seller sells, assigns, or otherwise disposes of its viaLink business to a buyer who is not under the control of Seller, and such Buyer is already in competition with Netplex or any of its Affiliates, then this Section 8.4(a) shall not apply.
Non-competition by Seller. For a period of two years from and following the Effective Date, without the prior written consent of the Purchaser, Seller shall not, in its capacity as an entity, partner, shareholder, consultant, joint venturer or owner, or in any other capacity, within the Mississippi counties of Warren, Claiborne, Jefferson, Copiah, Yazoo, Xxxxxxx, Issaquenna, and Xxxxx (“Non-competition Area”), (i) invest (other than investments in publicly-owned companies whose securities are traded on the New York Stock Exchange or American Stock Exchange or listed on NASDAQ which constitute not more than 1% of the outstanding securities of any such company) in any home health nursing care business, or (ii) engage in any home health nursing care business that is competitive with the Company or any of its affiliates. As used in this provision, “affiliates” shall mean persons or entities that directly, or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Seller and as such term is further defined under the Securities Act of 1933, as amended. Notwithstanding the foregoing restriction, the parties acknowledge that such restriction shall not apply to (a) any facility which is owned, operated or managed, directly or indirectly, by a company or companies which acquires all or substantially all of the assets or stock of Triad Hospitals, Inc. (“Triad”) (whether by merger or otherwise), which facility is owned by the acquiring party at the time of the acquisition of Triad, or (b) Triad’s acquisition of a hospital or group of other healthcare facilities which includes at the time of acquisition one or more of such facilities (each a “Subsequently Acquired Home Health Facility”); provided however, that in the event that prior to the end of the non-competition period set forth in this paragraph, Triad or the ultimate owner of the relevant Subsequently Acquired Home Health Facility, as applicable, accepts an offer to sell such Facility (the “Facility Identified for Sale”), the Purchaser shall be provided with notice of the terms of the proposed sale (“Transfer Notice”) and shall be afforded a right of first refusal to purchase the Facility Identified for Sale on the same terms and conditions that are deemed acceptable to Seller or the ultimate owner of such Facility. Purchaser shall have ten days from its receipt of the Transfer Notice to notify Seller of its desire to purchase the Facility Identified for Sale, and Purchaser shall ...
Non-competition by Seller. Without the prior written consent of the Purchaser, and at any time within the period of two years following the date of termination of employment or the date of this Agreement, which ever is later, Seller shall not, and shall ensure that its Affiliates do not, either individually or in partnership or jointly or in conjunction with each other or any Person, as principal, agent, consultant, lender, contractor, employer, employee, investor or shareholder, or in any other manner, directly or indirectly, advise, manage, carry on, establish, acquire control of, be engaged in, invest in or lend money to, guarantee the debts or obligations of, or permit VCI's name or any part thereof to be used or employed by any Person that operates, is engaged in or has an interest in, a business that is Substantially Similar To or Competes with the Business in California and Nevada. "Substantially Similar To" shall mean a business that derives more than 20% of its revenues from the design, engineering, installation and testing of major structured wiring systems for voice and data networking, network integration services and LAN/WAN maintenance services. Competing with the Business means directly or indirectly engaging in or permitting the solicitation or sale to any of the present customers of the Business of any products or services of the particular type sold by the Business as at the date of this Agreement. In connection with this Section, Buyer acknowledges that nothing herein shall preclude Seller's affiliate, Coyote Technologies, LLC, from continuing to market and sell its DSS switches, ancillary services, and equipment to any customers. During the life of this Agreement, if Seller should be placed in violation of the covenant by virtue of an acquisition, Seller shall have a period of six months from the date of such acquisition to dispose of the portion of the business that causes the violation. 2.
