Restrictive Convenant Clause Samples

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Restrictive Convenant. Confidential material has been omitted in accordance with rule 24b-2. (a) During the initial three (3) year period following the First Procedure Date, none of GKF or American Shared Radiosurgery Services (“ASRS”) shall directly or indirectly, within Westchester County lease, sell and/or otherwise own any interest in any Gamma Knife system, whether directly or as a shareholder, partner, equity holder, manager or otherwise (b) GKF and ASRS acknowledge that: (i) the terms contained in this Section are necessary for the commercially reasonable and proper protection of the Hospital’s interests including without limitation, the Hospital’s substantial investment in the construction and improvement of the Site to accommodate the installation of the Equipment; (ii) each and every covenant and restriction contained in this Section is reasonable in respect of such matter, length of time and geographical area; and (iii) the Hospital is relying on the representations of the parties contained in this Section that they shall abide by and be bound by each of the aforesaid covenants and restrictions. (c) If any court or tribunal of competent jurisdiction determines that the duration, geographical limit or any other aspect of the provisions of this Section is unenforceable in accordance with its terms in a particular jurisdiction, the provisions of this Section shall not terminate, but shall be deemed amended to the extent required to render them valid and enforceable in such jurisdiction and such court or tribunal is hereby authorized and directed to amend this Agreement only to the extent that such court or tribunal determines such an amendment is necessary to make it valid and enforceable in said jurisdiction. (d) Each of GKF and ASRS further agree that damages at law would be an insufficient remedy for the Hospital in the event that any of them violate the provisions of this Section, and that the Hospital shall be entitled to, among other remedies, make an application to a court of competent jurisdiction to obtain injunctive relief. Nothing contained herein shall be construed as prohibiting the Hospital from pursuing any other remedies available to the Hospital for a breach or threatened breach of the provisions of this Section, including the recovery of damages from any of GKF and/or ASRS. (e) The unsuccessful party in judicial proceedings to enforce its rights under this Section shall reimburse the successful party for the reasonable legal fees, costs and disbursement...
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Restrictive Convenant. 5.01 VENDOR covenants and undertake that he directly or indirectly shall not, for a two (2) year period commencing from the date hereof either individually or in partnership or jointly or in conjunction with any person or persons, firm, association, syndicate, company or corporation, as principal, agent, trustee, shareholder, employee or consultant, or in any manner whatsoever, whether directly or indirectly, carry on or be engaged in or concerned with or interested in, or advise, lend money to guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by or associated with, any person or persons, firm, association, syndicate, company or corporation engaged in or concerned with or interested in, any business which solicits the clients of the COMPANY; 5.02 In the event of a breach of any of the aforementioned covenants and undertakings in Section 5 hereof, PURCHASER shall be entitled to injunctive relief to prevent any continued or future violation in addition to such other recourses as may be available by law or pursuant to the terms of this Agreement; 5.03 This restrictive covenant shall be declared to be separate and distinct from the rest of this Agreement and in the event that it is determined to be void or unenforceable in whole or in part, such determination shall not affect or impair the validity of any other covenant or section in this Agreement;
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Restrictive Convenant. (a) During the term of this Agreement and for a period of twelve (12) months after the termination/of this Agreement and any extension thereof, ▇▇▇▇▇▇▇ will not, within the United States or any other area of the world in which PACEL is then operating, directly, compete with, own, manage, operate, control, be employed by, consult for, participate in, perform services for, or be connected in any manner with the ownership, management, operation or control of any business engaged in development and sales of LAN interactive electronic document and data acquisition and management software programs. Nothing contained herein shall prohibit ▇▇▇▇▇▇▇ from engaging in the management, operation, control, employment by, consultation for, participation in, performance of services for, or connection with a software development and sales entity which is not in competition with the specific programs of PACEL. (b) ▇▇▇▇▇▇▇ agrees that the "time", "geographic area", and "Scope of Business" provisions of this restrictive covenant are reasonable and proper and have been negotiated in connection with his employment hereunder. (c) PACEL and ▇▇▇▇▇▇▇ agree, that if any court of competent jurisdiction shall, for any reason, conclude that any portion of this covenant shall be too restrictive, the court shall determine that some such restrictions shall be applicable for the protection of PACEL and its shareholders.
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Restrictive Convenant a. Employee covenants and agrees, which convenant and agreement is made the essence of this Agreement, that Employee will not, at any time during his employment with Employer and for a period of one (1) year immediately following the termination of his employment with Employer for any reason, and whether the termination of employment is by Employer, Employee or the mutual consent of both, do any of the following, directly or indirectly, as principal, agent, consultant, officer, stockholder, salesperson, employee or otherwise, on behalf of himself or any other person or entity: (1) solicit the employment of, hire or engage any employee of Employer; (2) interfere with, disrupt or attempt to disrupt relations, contractual or otherwise, between Employer and any customer, employee, vendor, or other business associates; (3) entice or encourage any Employee to leave the employment of Employer; (4) compete with Employer for any contract performed or being performed by Employer while Employee was employed by Employer and/or potential contract while employed by Employer; (5) own, manage, operate, conduct, be employed by, participate or be connected in any manner with the ownership, management, operation or conduct of any business similar to the type of business being conducted by Employer or otherwise competing with Employer with respect to rail floating operations located within a 150 mile radius of any area serviced by Employer, or New York and Atlantic Rail Road, its affiliated companies, parents, subsidiaries, successors, and assigns. c. Employee's obligations under this Paragraph shall survive the termination of the Agreement.
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Related to Restrictive Convenant

  • Restrictive Covenant (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

  • Restrictive Covenant Agreement The Company’s obligations under this Agreement, including the Company’s agreement to provide severance and to allow Employee to participate in the other compensation programs as provided on Schedule A, is conditioned on Employee signing a Restrictive Covenant Agreement in the form of Schedule B (the “Restrictive Covenant Agreement”).

  • Restrictive Covenant Agreements The Executive agrees to be bound by the Invention and Non-Disclosure Agreement attached hereto as Exhibit A and the Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B (Exhibit A and Exhibit B together referred to as the “Restrictive Covenant Agreements”), each of which are incorporated by reference herein. The provisions of the Restrictive Covenant Agreements shall survive the term of this Agreement pursuant to the terms set forth in Exhibit A or Exhibit B, as applicable.

  • Restrictive Covenants Agreement The Executive acknowledges and agrees that in consideration and as a condition of the commencement of employment by the Company, the Executive is required to enter into the Restrictive Covenants Agreement attached hereto as Exhibit A (the “Restrictive Covenants Agreement”). For purposes of this Agreement, the obligations in this Section 8 and those that arise in the Restrictive Covenants Agreement and any other agreement relating to confidentiality, assignment of inventions, or other restrictive covenants shall collectively be referred to as the “Continuing Obligations.”

  • Restrictive Covenants In consideration of his employment and the other benefits arising under this Agreement, the Employee agrees that during the term of this Agreement, and for a period of three (3) years following the termination of this Agreement, the Employee shall not directly or indirectly: (a) alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor or stockholder of, or lender to, any company or business, (i) engage in the business of solid waste collection, disposal or recycling (the "Solid Waste Services Business") in any market in which the Company or any of its subsidiaries or affiliates does business, or any other line of business which is entered into by the Company or any of its subsidiaries or affiliates during the term of this Agreement, or (ii) compete with the Company or any of its subsidiaries or affiliates in acquiring or merging with any other business or acquiring the assets of such other business; or (b) for any reason, (i) induce any customer of the Company or any of its subsidiaries or affiliates to patronize any business directly or indirectly in competition with the Solid Waste Services Business conducted by the Company or any of its subsidiaries or affiliates in any market in which the Company or any of its subsidiaries or affiliates does business; (ii) canvass, solicit or accept from any customer of the Company or any of its subsidiaries or affiliates any such competitive business; or (iii) request or advise any customer or vendor of the Company or any of its subsidiaries or affiliates to withdraw, curtail or cancel any such customer's or vendor's business with the Company or any of its subsidiaries or affiliates; or (c) for any reason, employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by the Company or any of its subsidiaries or affiliates at or within the prior six months, or in any manner seek to induce any such person to leave his or her employment. Notwithstanding the foregoing, the beneficial ownership of less than five percent (5%) of the shares of stock of any corporation having a class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this Section.