Sellers Covenant Not to Compete. Sellers hereby covenant that at all times from the Closing Date until the fifth (5th) anniversary of the Closing Date, Sellers and their Affiliates shall not, directly or indirectly, own, operate, develop, construct, lease, manage, finance, control or otherwise be affiliated with an acute care hospital or ambulatory or other type of surgery center, emergency or outpatient care facility, medical office building or physician practice, other ancillary healthcare or physician services of the nature provided by each Hospital, or ACO, within a thirty (30)-mile radius of each Hospital’s primary location without Buyers’ or TGH’s prior written consent (which Buyers may withhold in their sole and absolute discretion); provided, however, that the foregoing restriction shall not apply with respect to ACO activities of Sellers or their Affiliates through December 31, 2023. In the event of a breach of this Section 9, Sellers recognize that monetary damages shall be inadequate to compensate Buyers and Buyers shall be entitled, without the posting of a bond or similar security, to an injunction restraining such breach, with the reasonable costs (including reasonable attorneys’ fees) of securing such injunction to be borne by Sellers. Nothing contained herein shall be construed as prohibiting Buyers from pursuing any other remedy available to them for such breach or threatened breach. All parties hereto hereby acknowledge the necessity of protection against the competition of Sellers and their Affiliates and that the nature and scope of such protection has been carefully considered by the parties. Sellers further acknowledge and agree that the covenants and provisions of this Section 9 form part of the consideration under this Agreement and are among the inducements for Buyers entering into and consummating the transactions contemplated herein. The period provided and the area covered are expressly represented and agreed to be fair, reasonable and necessary. The consideration provided for herein is deemed to be sufficient and adequate to compensate for agreeing to the restrictions contained in this Section 9. If, however, any court determines that the foregoing restrictions are not reasonable, such restrictions shall be modified, rewritten or interpreted to include as much of their nature and scope as will render them enforceable.
Sellers Covenant Not to Compete. (a) In partial consideration of the payment of the Purchase Price, Sellers covenant and agree that for a period of one year commencing upon the Closing Date, Sellers shall not, directly or indirectly, (i) engage in, carry on, manage, operate, perform or control the management or operation of a car wash in any portion of the territories in which Car Wash Business is presently located (the "Restricted Territory"), or (ii) own any equity interest in any Person that is engaged in, carries on, manages, operates, performs or controls the management or operations of car wash or truck wash in the Restricted Territory. Notwithstanding the foregoing provision of Section 5.11(a), Sellers may engage in, carry on, manage, operate, perform or control the management or operation of any Location that Purchaser does not acquire under this Agreement.
Sellers Covenant Not to Compete. (a) In order that the Purchaser may have and enjoy the full benefit of the Assets Sold and in consideration of the amount allocated to the Covenant Not to Compete as set forth on Schedule 4.1(c) the Seller --------------- agrees that neither the Seller nor any Person which is an Affiliate of the Seller on the date hereof or at any time hereafter or otherwise becomes an Affiliate of the Seller or its Affiliates (except for any Affiliate who acquires control of the Seller after the date hereof) (collectively, the "Bound Parties") will, except as specifically set forth below, for the period from the Closing Date until the later of (a) the third anniversary of the Closing Date or (b) one year after termination of the Marketing Alliance Agreement (the "Non-Compete Period"), solicit or accept Merchant Business or acquire control of any Person carrying on a Merchant Business in the Territory.
Sellers Covenant Not to Compete. (a) In furtherance of the transactions contemplated by this Agreement and in order to secure the interests of the parties hereto, Seller agrees that it will not, for a period of seven (7) years from the Closing Date, directly or indirectly, for itself or on behalf of or in conjunction with any other person sell an Econazole Nitrate Cream 1% product anywhere in the Territory. Notwithstanding the foregoing, in the event that Seller is acquired by a company that prior to the time of the acquisition is in the business of selling an Econazole Nitrate Cream 1% product, the acquisition of Seller by such company (and such parent company’s subsequent continued sale of an Econazole Nitrate Cream 1% product) shall not constitute a breach of this covenant not to compete. The provisions of this Section 5.4(a) shall no longer apply to Seller in the event that Buyer defaults in its obligation to pay the Milestone Payment (if and when due) and for so long as such default is continuing. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended. EXECUTION VERSION
Sellers Covenant Not to Compete. In order to induce the Purchaser to purchase the shares of the Business, the Seller hereby agrees that until the second anniversary of the closing under this Agreement, he will not, individually or together with any one or more other persons or entities, directly or indirectly, engage in or have any ownership interest in any person, firm, corporation, partnership, association, agency or business (whether as principal, agent, holder of any equity security or other instrument convertible into an equity security, employee, consultant or otherwise) that engages in a business similar to or competitive with the business currently conducted by the Business and which is located or operated within the same state as any current location of the Business or any place where the Business has customers, or such other geographical area as a court of competent jurisdiction would deem reasonable. The Sellers agree that the period provided for and the area encompassed in this Section are necessary and reasonable in order to protect the Purchaser and the Business in the conduct of the Business' operation and are also as consideration for the Purchaser's agreements in Section B. For the period set forth in this Section, the Sellers, and each of them, hereby further agree not to divulge, communicate, or use to the detriment of the Business or the Purchaser, in any way, any confidential information or trade secrets of the Business, including, without limitation, personnel information, secret processes, know-how, customer lists, costs information and technical data. The Sellers acknowledge that the restrictions contained herein are reasonable and necessary to protect the business and interest which the Purchaser is acquiring pursuant to this Agreement and are also as consideration for the Purchaser's agreements in Section B, and that any violation of these restrictions will cause substantial irreparable injury to the Business and the Purchaser. The Sellers therefore hereby agree that the Business, the Purchaser, or any one or more of them, are entitled, in addition to any and all other remedies, to preliminary and permanent injunctive relief to prevent a breach or contemplated breach of this Section. The existence or any claim or cause of action against the Business or the Purchaser, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Business or the Buyer of the restrictions contained in this Section. Notwithstanding the ...
Sellers Covenant Not to Compete. Sellers hereby covenant that at all times from the Closing Date until the fourth (4th) anniversary of the Closing Date, Sellers and their Affiliates shall not, directly or indirectly, own, operate, develop, construct, lease, manage, finance, control or otherwise be affiliated with an acute care hospital or ambulatory or other type of surgery center, emergency or outpatient care facility, medical office building or physician practice, or other ancillary healthcare or physician services of the nature provided by the Hospital within a thirty (30)-mile radius of the Hospital’s primary location without Buyers’ or HHCS’s prior written consent (which Buyers may withhold in their sole and absolute discretion). In the event of a breach of this Section 9, Sellers recognize that monetary damages shall be inadequate to compensate Buyers and Buyers shall be entitled, without the posting of a bond or similar security, to an injunction restraining such breach, with the reasonable costs (including reasonable attorneys’ fees) of securing such injunction to be borne by Sellers. Nothing contained herein shall be construed as prohibiting Buyers from pursuing any other remedy available to them for such breach or threatened 45
Sellers Covenant Not to Compete. Seller acknowledges that an important part of the benefit that Buyer will receive in connection with the transactions contemplated hereby is the ability to carry on the Business in the U.S. and Canada free from competition by Seller. In order that Buyer may enjoy such benefits, for a period of seven (7) years from and after the Closing Date, Seller will not engage, or have any ownership interest in any corporation, partnership or other business entity that engages, directly or indirectly, in the manufacture or sale in the U.S. and Canada of any products for the Paper/CPC Industries, as hereafter defined) (other than the manufacture of products pursuant to the Supply Agreement); PROVIDED, HOWEVER, that (i) Seller may own as an investment, directly or indirectly, securities of any corporation or other entity which are publicly traded if Seller does not, directly or indirectly, beneficially own five percent (5%) or more of the outstanding shares of such entity; (ii) Seller may have an ownership interest otherwise proscribed by this Section if such interest arises as a result of the acquisition of a business entity not principally engaged (i.e., less than Five Million Dollars (U.S. $5,000,000.00) in annual sales) in activities proscribed by this Section and (iii) Seller may manufacture and sell products sold by both the Business and the Retained Businesses to the industries other than the Paper/CPC Industries. Nothing contained herein shall prevent Seller from engaging directly or indirectly in the manufacture and/or sale of products for the oilfield drilling and production industry with products other than naphthalene formaldehydesulfonate ("NFS") products and the current oilfield products of the Business. Seller's PETROFREE oilfield chemicals are not part of the Business.
Sellers Covenant Not to Compete. Buyer acknowledges that Seller -------------------------------- purchased the Business (and certain other assets not being sold to Buyer pursuant to the terms of this Agreement) from Xxxxxx Corporation and Henkel Canada Limited (collectively with their successors and assigns, "Henkel") ------ pursuant to the terms of an Asset Sale and Purchase Agreement dated February 10, 1997 (the "Henkel Purchase Agreement"), a copy of which has been reviewed by ------------------------- Buyer. Certain rights and obligations of Henkel under the Henkel Purchase Agreement and associated agreements have been assigned to Cognis Corporation. The businesses purchased from Henkel were United States and Canadian businesses. In connection with the transactions contemplated by the Henkel Purchase Agreement, Seller received the benefit of a covenant not to
Sellers Covenant Not to Compete. After the date hereof and for a period of five (5) years thereafter, Seller agrees that it (i) will not directly or indirectly (except in association or under agreement with Purchaser) use the name Individual Investor for print periodical publishing or list rental purposes, except for the use of the name "Individual Investor's Special Situations Report" in connection with a monthly newsletter, (ii) will not authorize any third party to use the name Individual Investor for print periodical publishing, and (iii) will, at Purchaser's reasonable request and expense, assist Purchaser in preventing a third party from using the name Individual Investor for print periodical publishing. Seller has obtained and delivered to Purchaser, an agreement from American Association of Individual Investors ("AAII") in which AAII agrees that, for a period of five (5) years that AAII will not license the name Individual Investor to any other entity in the field of consumer personal finance for use on a magazine or other print publication.
Sellers Covenant Not to Compete. In order to allow Purchasers to realize the full benefit of its bargain in connection with the purchase of the NSI Stock, each of the Sellers will not at any time for a period of time commencing on the Closing Date and ending three (3) years following the Closing Date, directly or indirectly, acting alone, as a member of a partnership or through an entity such as, but not limited to, Servicio Partes y Componentes Para Computacion, S.A. de C.V. ("Serpcco") :
