Not to Compete. For a period of 18 months following the receipt of the Severance Payment as contemplated herein (the "Restricted Period"), Executive will not, directly or indirectly, either for Executive or for any other person, entity or company, solicit business or individual patronage for the purpose of providing services which are identical or similar to services then provided by the Bank within a radius of 50 miles from any of the Bank's offices.
Not to Compete. The Employee acknowledges and recognizes the highly competitive nature of the Company's Business and the goodwill, continued patronage, and specifically the names and addresses of the Company's Clients and the Company's Sources (as hereinafter defined) constitute a substantial asset of the Company having been acquired through considerable time, money and effort. Accordingly, in consideration of the execution of this Agreement, the Employee agrees to the following:
Not to Compete. Employee will not, directly or indirectly, for a period of up to six months following the termination of Employee's employment ("the restrictive period"); engage in competition with Employer, successors or assigns in the Territory to in or with respect to Employer's "customers" or provide information, solicit or sell for, own, or organize any interest in, either directly or indirectly or through any affiliate or subsidiary corporation, partnership or other entity, or become engaged by, act as agent for or in any manner assist, any person, corporation or other entity that is directly or indirectly in competition with Employer, its successors or assigns in the Territory or with respect to Employer's "customers" as defined on this paragraph. Employee does further agree that within the restrictive period, Employee will not in any way divert or attempt to divert from Employer any business whatsoever and Employee does further agree that during said restrictive period he will not influence or attempt to influence any of the customers of Employer not to do business with Employer, and Employee does further agree that he will not make or permit the making of any public announcement or statement of any kind that Employee was formerly employed or connected with Employer, which announcement has as its purpose directly or indirectly the intent to violate the provision of this Agreement. The term "customer" as used herein, shall mean any person or entity to which the Employer provides or has provided within a period of one year prior to Employee's termination, materials, or services for the furtherance of such entity or person's business or any person or entity that within said period of one year Employee pursued or communicated with for the purposes of obtaining business for Employer.
Not to Compete. For good consideration, which includes, access to OIC resources including, but not limited to, access to Oracle EGRCM, AACG, ETCG, CCG, PCG, EBS R12.1.3 Vision Instance, OIC SharePoint and other resources, the consultant agrees not to compete with OIC or its successors or assigns. The term “not to compete” shall mean that the consultant shall not directly or indirectly compete with OIC by as an officer, owner, partner, director, agent, employee or consultant to any firm or entity substantially engaged in a business providing installation, implementation, configuration, training, testing or any other services associated with the Oracle GRC Technology Controls and Oracle GRC Applications. This clause (i.e. Para 15 Not to compete) is effective from the date that the Consultant executes this agreement and shall remain in effect for three (3) years.
Not to Compete. For a period of two (2) years from and after the Closing Date, TFS or TFSI will not compete with the Continuing Business by engaging directly or indirectly in any business that TFSB conducted as of the Closing Date in any of the geographic area in which TFSB conducts that business as of the Closing Date, provided however, that that no owner of less than 20% of the outstanding stock of a publicly traded corporation shall be deemed to engage solely by reason thereof in any of its businesses For purposes of this Agreement, the phrase "compete with the Continuing Business," or the substantial equivalent thereof, means that the respective entity directly or indirectly owns, manages, operates, controls, or participates in the ownership, management, operation or control of, or works for or provides consulting services to, or permits the use of its name by, or lends money to, any business or activity which is or which becomes, at the time of the acts or conduct in question, engaged in the assembly of LCD modules less than seven inches on the diagonal ("Small LCDs"). For purposes of this definition, the purchase of completed Small LCDs to be further integrated into a larger subsystem or product shall not be deemed a competitive activity. If the final judgment of the court of competent jurisdiction declares that any term or provision of this Section 7(e) is invalid or unenforceable, the Parties agree that the court making the CONFIDENTIAL March 30, 2005 determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed
Not to Compete. For the period beginning on the date of this Agreement and continuing for three years after the Termination Date (except as modified pursuant to Section 7.3), the Executive shall not, directly or indirectly (including through a spouse or other family member), engage in, invest in, or enter into or participate in, at any place within North America any Competitive Business (as defined below), either as an individual for his own account, or as a partner or a joint venturer, or as an officer, director, consultant, independent contractor or holder of more than a 1% equity interest in any other person, firm, partnership, corporation, limited liability company or other business entity or as an employee, agent, consultant or salesperson for any person. For purposes of this Section 6, the term "Competitive Business" shall mean any business of electronic transmission of financial data or any other business or commercial activity that competes with or is reasonably likely to compete with or adversely affect any part or area of the Company's current or proposed business at any time throughout the entire period of the Executive's employment by the Company.
Not to Compete. NO HIRE COVENANT During the employment period and for eighteen months after termination of employment with the Employer for any reason, the Employee shall not compete, directly or indirectly, with the Employer or its affiliates within 40 miles of any geographic area in which the Employer or its affiliates conduct business at the time of termination of the employment period. As used herein, "compete" shall include without limitation, working for or serving any bank, saving association, credit union , mortgage broker or similar company, or any affiliate thereof, as an employee, officer, director, consultant or advisor. If it is judicially determined that this agreement not to compete, or any portion thereof, is non-enforceable under applicable law(s) (statute, common law or otherwise), then it is hereby agreed by the Employee and the Employer that the non-enforceable portion of the agreement not to compete shall be and hereby are redrafted to conform with those applicable laws, while leaving the remaining portions of the agreement not to compete intact. By agreeing to this contractual modification prospectively at this time, the parties intend to make this agreement not to compete legal under the law(s) of all applicable states so that the entire agreement not to compete and/or the entire Agreement as prospectively modified shall remain in full force and effect and shall not be rendered void or non-enforceable. Such modifications shall not affect the payments made to Employee under this agreement. The Employee acknowledges that his skills are such that he can be gainfully employed in non-competitive employment and that the agreement not to compete will in no way prevent him from earning a living. While employed by the Employer and for a eighteen month period immediately following the Date Of Termination of such employment, the Employee shall not, in any capacity for anyone other than the Employer, recruit, hire, or assist others in recruiting or hiring, any person who is, or within the preceding eighteen month period was, an employee of or consultant for the Employer.
Not to Compete. For a period of 24 months following the Retirement Date (the “Restricted Period”), Xxxxx will not, directly or indirectly, either for herself or for any other person, entity or company, solicit business or individual patronage for the purpose of providing services which are identical or similar to services then provided by the Bank within a radius of 50 miles from any of the Bank’s offices.
Not to Compete. As an inducement to the Professional Business Manager to enter into this Professional Business Management Agreement with the Practice or as required in the Professional Business Management Agreement, each of the undersigned person(s), having an ownership interest in the Practice, irrevocably and unconditionally covenants and agrees to maintain in good standing the corporate existence of the Practice under the laws of the states of Kentucky, Indiana, Tennessee and Missouri and to cause the Practice to use its best efforts to enforce employment agreements (including the Restrictive Covenant described in Section 4.7), to the extent then required by Professional Business Manager, against any individuals violating such employment agreements (and covenants not to compete). The undersigned persons further unconditionally covenant and agree to indemnify and hold harmless Professional Business Manager from and against any and all claims requirements, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees, resulting in any manner from the failure of the Practice to remain in good standing under the laws of Kentucky, Indiana, Tennessee and Missouri or the failure of the Practice to use its best efforts to enforce the aforesaid employment agreements and the Restrictive Covenants described in Section 4.7 of such Professional Business Management Agreement, a copy of which has been delivered to the undersigned for his review, to the extent then required by Professional Business Manager. The undersigned acknowledges that he or she has received adequate consideration for the execution hereof. This undertaking may be assumed by a successor to Shareholder or Shareholders, whereupon the undersigned shall be released to the extent of such assumption, provided that any such successor Shareholder executes a form similar to this.
Not to Compete. (a) Sellers jointly and severally agree with the Buyer that for a period of five (5) years after the Closing the Sellers shall not, directly or indirectly, (i) engage or become interested in, as an employee, manager, Consultant, owner, partner, through stock ownership (other than a less-than-2% interest in a corporation having securities which are listed for trading on a national securities exchange), investment of capital or lending of money or property to any person, enterprise, partnership, association, corporation, limited liability company, joint venture or other entity which is directly or indirectly engaged in the business of manufacturing, selling, renting, leasing or otherwise providing specialty patient beds, overlays, mattress replacement systems, pressure relieving pads and surfaces or other therapeutic support surfaces anywhere in the United States, (ii) induce or attempt to induce any customer to cease doing business with the Buyer or any of its affiliates, or take any action which would reasonably be expected to reduce, damage or interfere with the relationship between any customer and the Buyer or such affiliate, (iii) use for their own benefit or disclose the contract terms, pricing and/or requirements of any such customer to any other person or persons, natural or corporate, except as such disclosure is required by all Laws and Regulations, (iv) solicit or hire any of the employees or consultants of the Buyer (including without limitation, employees of the Sellers hired by the Buyer) for a period of two (2) years from the Closing, except that the Sellers may hire former Employees of the Buyer whose Employment with the Buyer terminated without solicitation from the Sellers.
