Restrictive Covenants of Seller. As a material inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated by this Agreement, Seller hereby agrees as follows:
Restrictive Covenants of Seller. (a) The Seller covenants that, commencing on the Closing Date and ending on the third anniversary of the Closing Date (the “Non-Competition Period”), except as otherwise provided in this Section 5.13, the Seller shall not, and it shall cause its Subsidiaries and its and its Subsidiaries’ officers and employees (the “Restricted Persons”), not to, engage in, directly or indirectly, in any capacity, or have any direct or indirect ownership or financial interest in, or permit the Seller’s or any such Restricted Person’s name to be used in connection with, any business in the world (the “Territory”), which is engaged in the business of developing, designing, manufacturing, marketing or selling of seating fabrics (including automotive seating), panel fabrics, window treatment fabrics, cubicle curtain fabrics, molded or formed seating and panel products, 3-dimensional and technical knitting fabrics, performance enhanced fabrics (such as krypton coating) and wallcovering fabrics (the “Products”) and fabric cutting, fabric coating and fabric laminating services with respect to the Products (the “Restricted Business”); provided, however, that nothing contained herein shall prevent or restrict Seller or any of its Restricted Persons from acquiring or being acquired by, acquiring an interest in or selling any interest to, or merging, consolidating or combining with, any business or Person that is engaged in, directly or indirectly, in any capacity, or has any direct or indirect ownership or financial interest in, any business which is engaged in the Business, or from owning, operating or continuing the activities of such business or Person thereafter; provided further, that if the Seller or any of its Restricted Persons acquires any Person that derives in excess of 25% of its revenue (determined in accordance with GAAP) from Restricted Business and more than one year remains in the Non-Competition Period, then the Seller shall or shall cause its applicable Restricted Person to divest the division or entity that engages in the Restricted Business as promptly as practicable and in any event within one year after the closing of such acquisition. It is recognized that the Restricted Business is expected to be conducted by Buyer throughout the Territory and that more narrow geographical limitations of any nature on this non-competition covenant (and the non-solicitation covenants set forth in Sections 5.13(b) and (c) and the non-use covenant set forth in Section 5.13(d)) a...
Restrictive Covenants of Seller. 1. For a period beginning on the date of this Agreement and continuing for a period of three (3) years following the Closing Date, Seller will not (and will cause its affiliates not to), directly or indirectly call upon or solicit the business of any customer of the Branch whose deposit account is assumed by Purchaser as a Deposit Liability or whose Loan is purchased by Purchaser (each, a “Restricted Customer”), or induce or attempt to induce any Restricted Customer not to do business or to reduce the amount of business done with Purchaser or the Branch after Closing; provided, however, these restrictions will not restrict Seller, its affiliates or any of their successors or assigns from using the newspaper, radio, television, internet or similar advertisements of a general nature (i.e., that are not specifically targeted or intended to target Restricted Customers). The parties understand and acknowledge that after the date of this Agreement, upon closing of the Merger, the Restricted Customers will become customers of Seller for the period from the closing of the Merger to the Closing Date and this paragraph has no effect on such fact.
Restrictive Covenants of Seller. In connection with the grants of intellectual property elsewhere in this Agreement, to preserve and protect the intellectual property of Seller and Buyers, recognizing that intellectual property may in some cases be misappropriated and that it may be difficult to detect such misappropriation, and to promote the development and marketing of such intellectual property, Seller and Cott agree as follows:
Restrictive Covenants of Seller. For a period of three (3) years from and after the Closing Date, Seller shall not directly or indirectly:
Restrictive Covenants of Seller. (a) For a period of five (5) years from the Closing Date, Seller shall not, and shall cause each of its controlled subsidiaries not to, directly or indirectly:
Restrictive Covenants of Seller. (a) Beginning on the Closing Date and continuing for a three (3) year period thereafter, neither Seller nor any of its Affiliates will, directly or indirectly, individually or in any other capacity whatsoever of or for any Person:
Restrictive Covenants of Seller. (a) For a period beginning on the Closing Date and continuing for a period of three (3) years following the Closing Date, Seller will not (and shall cause its affiliates not to), directly or indirectly, call upon or solicit the business of any customer of the Branch whose deposit account is assumed by Purchaser as a Deposit Liability or whose Loan is purchased by Purchaser (each, a “Restricted Customer”), or induce or attempt to induce any Restricted Customer not to do business or to reduce the amount of business done with Purchaser or the Branch after Closing; provided, however, these restrictions shall not restrict Seller, its affiliates or any of their successors or assigns from using the newspaper, radio, television, internet or similar advertisement of a general nature (i.e., that are not specifically targeted or intended to target Restricted Customer), or otherwise prevent Seller from taking such actions as may be required to comply with any applicable federal or state laws, rules or regulations.
Restrictive Covenants of Seller. In furtherance of the sale of the Shares hereunder, and to protect more effectively the value and goodwill of the Business, the Seller covenants and agrees as follows:
Restrictive Covenants of Seller
