PROTECTION OF GOODWILL. You acknowledge that the Company is providing you with this Option in connection with and in consideration for your promises and covenants contained herein. Specifically, in consideration for the Option, which you acknowledge provides a material incentive for you to grow, develop and protect the goodwill and confidential and proprietary information of the Company, you agree that the Option (itself and in combination with any other awards made to you) constitutes independent and sufficient consideration for all non-competition, non-solicitation and confidentiality covenants between you and the Company, and agree and acknowledge that you will fully abide by each of such covenants. You further acknowledge that your promise to fully abide by each of the protective covenants referenced above is a material inducement for the Company to provide you with the Option.
PROTECTION OF GOODWILL. 11.10.1 ABB hereby undertakes to procure that (except as otherwise agreed in writing with the Purchasers) no member of the ABB Group will, either directly or indirectly, and either solely or jointly with any other person (either on its own account or as the agent of any other person) and in any capacity whatsoever:
PROTECTION OF GOODWILL. Employee acknowledges that in the course of carrying out, performing, and fulfilling his responsibilities to Employer, Employee has and will have access to and be entrusted with Confidential Information relating to Employer's Business and Clients (hereinafter defined). Employee recognizes that (i) the goodwill of Employer depends upon, among other things, its keeping the Confidential Information confidential and that unauthorized disclosure of the Confidential Information would irreparably damage Employer, and (ii) disclosure of any Confidential Information to competitors of Employer or to the general public would be highly detrimental to Employer. Employee further acknowledges that in the course of performing his obligations to Employer, he will be a representative of Employer to many of Employer's Clients and in some instances Employer's primary contact with the Client, and as such will be responsible for maintaining or enhancing the business and goodwill of Employer with those Clients.
PROTECTION OF GOODWILL. 12.1 During his employment the Executive is likely to acquire Confidential Information belonging to the Company and its Affiliates and establish personal knowledge and influence with Persons dealing with the Company and its Affiliates. In these circumstances, and in order to protect the proprietary information and goodwill of the Company and the Affiliates, the Executive undertakes that he will be bound by the following restrictions.
PROTECTION OF GOODWILL. In consideration of the Buyer entering into the sale and purchase of the Business and Assets, the Seller undertakes to and with the Buyer that no member of the Seller's Group shall either directly or indirectly and either solely or jointly with any other person (either on its own account or as the agent of any other person) and in any capacity whatsoever: during the period of three years from Completion, carry on or be engaged, concerned or interested (save as the holder of shares or debentures in a listed company which confer not more than three per cent. of the votes which could be cast at a general meeting of the company) in the custom chemical synthesis business and related analytical services business within the Restricted Territory; or during the period of eighteen months from Completion, canvass or solicit orders from any person who was a customer or supplier of the Business at any time within the period of six months prior to Completion for the provision of the Restricted Services; during the period of eighteen months from Completion solicit or endeavour to solicit from the Buyer any officer, manager or other employee who was either at Completion or during the six months prior to Completion engaged primarily in the Business rather than another part of the Seller's Group whether or not such person would commit a breach of his contract of employment by reason of leaving service; or use any trade or domain name (including the expressions, "CSS" or "Quchem") or e-mail address used by the Business at any time during the two months immediately preceding the date of this agreement or any other name intended or likely to be confused with any such trade or domain name or e-mail address. In consideration of the Buyer entering into this agreement, the Seller undertakes to and with the Buyer that it shall not and shall procure that no member of the Seller's Group shall: save as required by law or the rules of any governmental or regulatory organisation, use or reveal to any person any of the trade secrets, secret or confidential operations, processes or dealings or any other confidential information relating primarily and directly to the Business including (without limitation) customer lists and names, sales targets and statistics, market share statistics, surveys and reports and pricing information relating to sales and purchases in respect of the Business until such time as the same falls into the public domain otherwise than by reason of a breach of this un...
PROTECTION OF GOODWILL. The Distributor shall protect and preserve the goodwill and image of the Products and to (i) conduct business in a manner that reflects favorably at all times on the Products and the reputation of the Company, Suppliers and their Affiliates; (ii) avoid deceptive, misleading, or unethical practices that are or might be detrimental to the Company Suppliers and their Affiliates, and the Products, or the public, including any disparagement of the Company, Suppliers and their Affiliates, or the Products; (iii) make no false or misleading representations with regard to the Company, Suppliers and their Affiliates, or the Products; and (iv) refrain from publishing or employing any misleading or deceptive advertising material.
PROTECTION OF GOODWILL. Each Licensee at all times shall use its best efforts to act and operate in a manner consistent with good business ethics, and in a manner that will reflect favorably on the Licensed Uses and on the goodwill and reputation of Licensor and the Marks. Each Licensee’s best efforts shall include at a bare minimum, but are not limited to, the prompt performance of all of its obligations under this Agreement. Each Licensee at all times shall refrain from engaging in any illegal, unethical, unfair or deceptive practices, whether with respect to the Licensed Uses or otherwise. Licensor may immediately terminate this Agreement if either Licensee does anything which in Licensor’s opinion may tarnish or diminish the goodwill associated with the Marks and/or the goodwill or reputation of Licensor.
PROTECTION OF GOODWILL. 14.1 In order to assure to the Purchaser the full benefit of the business and goodwill of the Group, each Warrantor and Terry Watson undertakes on his own behalf that (save as may be bona fide in fulfilling his duties as an employee of a Purchaser Group Company thereafter) he shall not directly or indirectly (whether as principal, shareholder, partner, employee, agent or otherwise), whether on his own account or in conjunction with or on behalf of any other person, do any of the following things:
PROTECTION OF GOODWILL. 12.1 As further consideration for the Purchaser agreeing to purchase the Shares on the terms contained in this Agreement and with the intent of assuring to the Purchaser the full benefit and value of the goodwill and connections of the Group each of Peter Furlonge and George Harvey hereby undertakes (binding himself and each of his Affiliates) to the Purchaser (contracting for itself and on behalf of the Company and of each of the Subsidiaries and for any successor in title to the Shares or to part or all of the Business) that (except as directors or employees of the Purchaser, the Company or of any of the Subsidiaries or with the written consent of the Purchaser) neither he nor his Affiliates shall whether on their own behalf or with or on behalf of any person and whether directly or indirectly by any or person or business controlled by him or any Connected Person:-