Surviving Employment Agreement Provisions Sample Clauses

Surviving Employment Agreement Provisions. Executive acknowledges that the terms of Sections 6 and 7 of the Employment Agreement shall survive the Separation Date and remain in full force and effect. Executive hereby agrees that for purposes of Section 7 of the Employment Agreement, the term “Restricted Period” as used therein shall be extended until the later of the Restricted Period as defined in such Section of the Employment Agreement or the one-year anniversary of the expiration of the “Consulting Period” as defined in the Consulting Agreement; provided, however, nothing set forth in Section 7(a) of the Employment Agreement shall prohibit Executive from soliciting or doing business with, either directly or indirectly, whether personally or through other persons or entities, any distributor of Employer’s products that was introduced to Employer by Executive or from soliciting, engaging or hiring on behalf of himself or any person or entity any employee or consultant of Employer or any member of Employer’s Scientific Advisory Board who was introduced to Employer by Executive. Executive hereby represents and warrants to Employer that Executive has at all times been in full compliance with the terms of Sections 6 and 7 of the Employment Agreement. Employer agrees that Section 10(l) of the Employment Agreement (regarding certain indemnification obligations) shall survive the Separation Date.
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Surviving Employment Agreement Provisions. Employee understands and agrees that, notwithstanding the termination of the Employment Agreement and Employee’s employment with Employer, Employee’s obligations pursuant to Sections 3 and 4 of the Employment Agreement shall survive such termination and remain in full force and effect as set forth therein; provided, however, as additional consideration for Employee’s execution, delivery and non-revocation of this Separation Agreement, Sections 3(b) and 3(c)(ii) of the Employment Agreement are hereby modified such that Employee’s obligation to comply with Sections 3(b) shall expire on January 29, 2013 and Employee’s obligation to comply with Section 3(c)(ii) shall expire on February 28, 2013 and, notwithstanding anything to the contrary contained in Sections 3(c)(i) of the Employment Agreement, it is understood that (y) the placement of general advertisements that may be targeted to a particular geographic or technical area but which are not targeted directly or indirectly towards any employees, officers, agents or representatives of Employer (or any successor corporation into which Employer may be merged or consolidated) shall not be deemed a breach of Employee’s obligations pursuant to Section 3(c)(i) of the Employment Agreement and (z) the employment or engagement of any person or entity by an entity that employs Employee, but is not controlled by Employee, and whom Employee did not encourage, solicit, or induce or in any manner attempt to encourage, solicit, or induce to terminate his or her employment or relationship with Employer shall not be deemed a breach of Employee’s obligations pursuant to Section 3(c)(i) of the Employment Agreement (the “Covenants Modification”). Sections 3 and 4 of the Employment Agreement, as amended by the Covenants Modification, shall be referred to in this Separation Agreement as the “Surviving Employment Agreement Provisions”. Employee represents and warrants that he has, at all times, been in compliance with his obligations under the Surviving Employment Agreement Provisions. Employer understands and agrees that, notwithstanding the termination of the Employment Agreement and Employee’s employment with Employer, Employer’s obligations pursuant to Section 4 of the Employment Agreement shall survive such termination and remain in full force and effect as set forth therein.
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Surviving Employment Agreement Provisions. 12.1 Executive reaffirms and agrees to observe and abide by the surviving terms of the Employment Agreement, specifically including Sections 7 (Confidential Information), 8 (Intellectual Property, Inventions and Patents), 9 (Non-Compete, Non-solicitation), and 28 (Executive’s Cooperation). Executive acknowledges and agrees that MPG is relying on Executive’s compliance with the Employment Agreement as an essential term of this Agreement, and that if Executive violates such agreement, that MPG will be entitled to cease and/or recover payments made pursuant to Section 2 hereof, in addition to seeking any other remedies it may have under the Employment Agreement, this Agreement or otherwise.
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Surviving Employment Agreement Provisions. Except as set forth in the next sentence or as expressly provided elsewhere in this Separation Agreement, this Separation Agreement supersedes all provisions of the Employment Agreement and all such provisions will terminate upon the Departure Date. Nothing contained herein, however, shall be deemed to terminate your obligations to the Company or the Company’s obligations to you under Sections 4 (expenses/indemnification), 6 (Records/Nondisclosure/Company Policies) except as modified
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Related to Surviving Employment Agreement Provisions

  • Incorporation of Separation Agreement Provisions The following provisions of the Separation Agreement are hereby incorporated herein by reference, and unless otherwise expressly specified herein, such provisions will apply as if fully set forth herein (references in this Section 14.7 to an “Article” or “Section” will mean Articles or Sections of the Separation Agreement, and references in the material incorporated herein by reference will be references to the Separation Agreement): Article IV (relating to Further Assurances; Additional Information); Article V (relating to Release; Indemnification; and Guarantees); Article VI (relating to Exchange of Information; Litigation Management; Confidentiality); Article VII (relating to Dispute Resolution); and Article VIII (relating to Miscellaneous).

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any of its directors, officers or employees or those of its subsidiaries or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (1) for normal individual increases in compensation to employees (other than executive officers or directors) in the ordinary course of business consistent with past practice, (2) for other changes that are required by applicable law and (3) to satisfy Previously Disclosed contractual obligations.

  • Surviving Provisions Notwithstanding any termination of this Agreement, each party’s obligations under Article VIII to indemnify other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement.

  • Compensation; Employment Agreements 18 5.15 Noncompetition, Confidentiality and Nonsolicitation Agreements; Employee Policies.................................................. 18 5.16

  • Separation Agreement and General Release The Company’s obligation to make the Severance Payment or the Enhanced Severance Payment is conditioned on Executive’s or Executive’s legal representative’s executing a separation agreement and general release of claims related to or arising from Executive’s employment with the Company or the termination of employment, against the Company and its affiliates (and their respective officers and directors) in a form reasonably determined by the Company, which shall be provided by the Company to Executive within five (5) days following the Date of Termination; provided, that, if Executive should fail to execute (or revokes) such release within sixty (60) days following the Date of Termination, the Company shall not have any obligation to provide the Severance Payment or the Enhanced Severance Payment. If Executive executes the release within such sixty (60) day period and does not revoke the release within seven (7) days following the execution of the release, the Severance Payment or the Enhanced Severance Payment will be made in accordance with Section 4(a)(ii) or Section 4(b)(ii), as applicable.

  • Termination of Employment Agreements Any and all Employment Agreements entered into between the Company or any of its Subsidiaries and the Executive prior to the date of this Agreement are hereby terminated.

  • Termination of Employment Agreement (a) Effective as of the Effective Date and immediately prior to the Effective Time, the Employment Agreement is hereby terminated and shall be of no further force or effect whatsoever; provided, however, that, and notwithstanding anything in this Agreement to the contrary, such termination shall be contingent on the closing of the Merger.

  • Effect on Employment Agreement Except as specifically amended in the manner and to the extent provided in Section 1 above, the Employment Agreement shall remain unchanged and the Employment Agreement shall continue, as and to the extent amended by this Amendment, in full force and effect.

  • Post-Employment Covenants (a) Executive hereby reaffirms and agrees to abide by all confidentiality and nondisclosure obligations, nonsolicitation obligations, noncompetition obligations and any other post-employment obligations to which Executive is subject under any contract or agreement between Executive and the Company as well as the Illinois Trade Secrets Act, any other Illinois statute and Illinois common law.

  • Separation Agreement The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

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