Undertaking not to Compete Sample Clauses

Undertaking not to Compete. During the Term, Impax shall not Promote to physicians, sell or market, and Impax shall cause its Affiliates and each member of the Impax Sales Force not to Promote to physicians, in the Territory, any Competing Product, provided, however, that Impax shall not be prohibited under this Section 2.5 from (i) exercising its rights to sell, market and distribute Licensed Products (as such term is defined in the License Agreement) to the extent permitted under the License Agreement even if a License Product would otherwise be considered to be a Competing Product under this Agreement, provided that any such Licensed Product is not being Promoted by any member of the Impax Sales Force that is Detailing the Product under this Agreement, or (ii) selling, marketing or distributing any generic product that is AB rated to another product (other than the XR Product, as such term is defined in the License Agreement) that, if sold, marketed or distributed by Impax, would otherwise be a Competing Product under this Agreement, provided such generic product is not AB rated to the Product under this Agreement, in each case provided that any such product is not being Promoted by any member of the Impax Sales Force that is Detailing the Product under this Agreement. Any breach of this provision shall constitute a basis for termination by Wyeth pursuant to Section 9.2.
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Undertaking not to Compete. Each Party may, for his own behalf or on behalf of a third party, continue to perform his regular activities as long as it does not conflict with this joint venture and as long as this party is a participant to said Agreement.
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Undertaking not to Compete. 3.1. Without the prior written authorization of the Supplier, the Distributor shall not,directly or indirectly, represent, manufacture, market or sell in the Territory any products which are in competition with the Products, for the entire term of this Agreement. This Article 3.1 shall survive the termination of this Agreement for a period of one (1) year.
Sample 1
Undertaking not to Compete. The Seller undertakes not to engage in any activity in the fields of development, manufacturing, distribution and service of photovoltaic-inverters for a time period of 24 months after the Closing. The Seller shall ensure that it and any entity directly or indirectly controlled by Xx. Xxxx Prettl or Xx. Xxxxx Prettl (Prettl Affiliates) do not engage in any activity in the fields of development, manufacturing, distribution and service of photovoltaic-inverters and, with the exception of (i) the acquisition of securities of the Parent Company (ii), subject to Section 14.6, the participation in REFU Korea Solar Electronics Ltd., solely for the purposes of fulfilling existing contractual obligations, and (iii) subject to the terms and provisions of Section 14.2, the participations in REFU Drive and Prettl Electronics AG and its subsidiaries, solely for the purposes of fulfilling its contractual obligations to RefuSol, do not incorporate, acquire or directly or indirectly participate in any entity which is active in the fields of development, manufacturing, distribution and service of photovoltaic-inverters for a time period of 24 months after the Closing. For the avoidance of doubt, the Seller and the Prettl Affiliates shall not be restricted from developing, manufacturing and distributing PCBAs for inverters of any kind so long as RefuSol Intellectual Property Rights are not utilized.
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Undertaking not to Compete. 8.1 Without the prior written authorisation of XX, the Distributor shall not represent, manufacture, market or sell in the Territory any products which are in competition with the Products, for the entire term of this Agreement. The Distributor shall not on its own behalf or in the capacity of partner, manifest or concealed, as manager, director or under any other title, participate inside as well as outside the Territory in the manufacture, sale and marketing of products similar to or capable of being competitive with the Products.
Sample 1
Undertaking not to Compete. (a) Undertaking: For good and valuable consideration, particularly employment and continued status as an employee, the Employee undertakes in favour of the Employer not to compete with the Employer, nor to participate in any manner whatsoever (whether directly or indirectly, or whether personally or through the intermediary of a legal or natural person) in another business that is substantially similar to the Employer’s business as of the date of this undertaking. Without limiting the generality of the foregoing, the Employee undertakes not to participate, whether as owner, partner, employee, director, officer, advisor, shareholder or investor, in any company whose business is substantially similar to the Employer’s business as of the date of this undertaking.
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Undertaking not to Compete. Without the prior written authorization of CONTINUUM, ALTUS shall not represent, manufacture or distribute any [*] during the term of this Agreement. If at any time ALTUS wishes to represent, manufacture or distribute any product(s) that may directly compete with the Medlite C3 and Medlite C6 series based on current FDA cleared applications, ALTUS must provide CONTINUUM with a written notification of ALTUS' intent to do so no later than ninety (90) days before commencement of distribution of such new product(s). After such notification, if CONTINUUM determines in its reasonable discretion that such new product(s) will adversely affect or impact the sales of the Medlite C3 and/or the Medlite C6 product line, CONTINUUM may so notify ALTUS in writing. In the case where ALTUS has received written notice from CONTINUUM, ALTUS may choose to distribute such competing products and CONTINUUM, may elect, at its discretion, by means of written notice effective as of the date received by ALTUS to make the appointment in Section 1 ("Appointment") non-exclusive or to terminate this Agreement as of the effective date of CONTINUUM's notice. Notwithstanding the foregoing definition of competing products, ALTUS shall be permitted to manufacture, market and distribute the ALTUS CoolGlide or CoolGlide Excel for any FDA-cleared application; provided, however, that ALTUS agrees to provide CONTINUUM with written notification of any additional FDA clearances received after the Effective Date for the CoolGlide or CoolGlide Excel, which clearances will be subject to CONTINUUM's review procedures and remedies for * Indicates that information has been omitted pursuant to a request for confidential information and filed separately with the United States Securities and Exchange Commission. competition described above in this Section 4 ("Undertaking Not to Compete"). Also, ALTUS may represent, distribute or manufacture any products that are not competitive with the Products, provided that ALTUS first informs CONTINUUM in advance of such activity and CONTINUUM agrees in writing that such Products are not competitive. ALTUS declares that it presently represents, distributes and/or manufactures, directly or indirectly, the products listed on Annex III ("Products and Principals Represented by ALTUS") as of the Effective Date. If ALTUS makes any changes to ALTUS' representation during the term of this Agreement, including any additions to or deletions from the products or entities represente...
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Undertaking not to Compete. 4.1 Without the prior written authorization of the Supplier, the Distributor shall not represent, manufacture, market or sell in the Territory any products which are in competition with the Products, for the entire term of this contract. The Distributor is allowed to sell low priced table tennis products under their own trademarks "Harvard", "
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Related to Undertaking not to Compete

  • Covenant Not to Compete During the Initial Term or any Renewal Term of this Agreement and for the Restricted Period, Employee shall not directly or indirectly engage in any business or activity of any nature whatsoever, which is substantially competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within fifty (50) miles of the places of business of Employer or any MVB Financial subsidiaries or affiliates (the “Restricted Territory”), nor shall Employee sell, or solicit the sale of, any services or products related thereto, directly or indirectly, to any of the customers of Employer or any MVB Financial subsidiaries or affiliates. Without limitation of the foregoing, Employee shall not be, or serve as, a proprietor, partner, officer, director, stockholder [except a stockholder of not more than five percent (5%) of the outstanding stock of any company listed on a national securities exchange or traded over the counter], employee, sales representative or consultant for any organization, company or business entity of any type which engages in any business or activity of any nature whatsoever, which is competitive with the business of Employer or any MVB Financial subsidiaries or affiliates within the Restricted Territory. In the event this covenant not to compete shall be deemed by any court or body of competent jurisdiction to be unenforceable in whole or in part by reason of its extending for too long a period of time, or too great a geographical area or over too great a range of activities, or overly broad in any other respect or for any other reason, then and in such event this Agreement shall be deemed modified and interpreted to extend over only such maximum period of time, geographical area or range of activities, or otherwise, so as to render these provisions valid and enforceable, and as so modified, these provisions shall be enforceable and enforced. BY SIGNING THIS AGREEMENT, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) THE PARTIES HAVE SPECIFICALLY BARGAINED FOR, DISCUSSED, REVIEWED AND NEGOTIATED THE TERMS OF THIS COVENANT NOT TO COMPETE AND PAYMENT IN RESPECT THEREOF, (B) SPECIAL, SUBSTANTIAL AND SUFFICIENT CONSIDERATION FOR THIS COVENANT NOT TO COMPETE HAS BEEN PROVIDED FOR IN THIS AGREEMENT, AND (C) THIS COVENANT NOT TO COMPETE SHALL SURVIVE ANY EARLY OR OTHER TERMINATION OF THIS AGREEMENT. PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO PARAGRAPH 5(B) OR 5(D) THEN THIS PROVISION SHALL ONLY SURVIVE SO LONG AS EMPLOYEE IS RECEIVING PAYMENTS FROM EMPLOYER.

  • Agreement Not to Compete In order to protect the business interests and good will of Company and its Affiliates with respect to Customers and accounts, and to protect Confidential Information, Executive covenants and agrees that for the entire period of time that this Agreement remains in effect, and for a period of one (1) year after termination of Executive’s employment for any reason, Executive will not:

  • Covenants Not to Compete No Initial Stockholder, employee, officer or director of the Company is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.

  • Covenant Not to Compete or Solicit (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the “Restricted Period” within the “Restricted Area” (as those terms are defined in Section 10(e) below):

  • Covenant Not to Sxx The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Covenant Not to Solicit If the Executive is receiving payments and benefits under Section 2 above (or subsequently becomes entitled thereto because of a termination described in Section 2(a)(ii)), then, for a period of two (2) years following the Executive’s Termination Date, the Executive shall not: (i) solicit, encourage or take any other action which is intended to induce any other employee of the Company to terminate his employment with the Company; or (ii) interfere in any manner with the contractual or employment relationship between the Company and any such employee of the Company. The foregoing shall not prohibit the Executive or any entity with which the Executive may be affiliated from hiring a former employee of the Company; provided, that such hiring results exclusively from such former employee’s affirmative response to a general recruitment effort.

  • Release and Covenant Not to Xxx Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Document.

  • Covenant Not to Solicit Employees The Executive agrees not to solicit the services of any officer or employee of the Employer for one year after the Executive’s employment termination.

  • Noncompetition and Confidentiality (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company.

  • Exceptions to Confidentiality The Receiving Party’s obligations set forth in this Agreement shall not extend to any Confidential Information of the Disclosing Party:

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