No Adverse Acts. DEBIOTECH represents and warrants to IMED that it does not know of any circumstances and has not done and, throughout the duration of this Agreement, will not do any acts that are inconsistent with the terms of this Agreement or which infringe any of the rights of IMED.
No Adverse Acts. Licensee shall not, at any time or in any manner, knowingly engage in any activity or do or permit any act which may in any way adversely affect any rights of Xxxxx to the Xxxx or any registrations or applications for registration thereof or which may directly or indirectly reduce the value of the Xxxx or derogate or detract from its repute.
No Adverse Acts. During the Employment Term and continuing for two (2) years after the date of the expiration of Employee's Employment, the Employee will not directly or indirectly, solicit, take away, or attempt to solicit or take away any customer or employee of the Company either on the Employee's behalf or on behalf of any other person or entity which competes with Company, or accept employment with one of Company's direct competitors. If the Company terminates this Agreement on a basis not stated in Section 4.01 or Section 4.03, or on a basis described in Section 4.01(a), Employee shall not be required to honor this Section 5.02 unless Company continues to pay Employee's salary and benefits for the balance of the Term even if such payments would not otherwise be required.
No Adverse Acts. Except as expressly permitted by this Agreement, the Corporation and its Subsidiaries shall not, directly or indirectly, through any officer, director, Employee, advisor, representative, investment banker, agent or otherwise, initiate any act that may in any way adversely affect, or reduce the likelihood of, the successful completion of the Offer.
No Adverse Acts. During the Employment Term and continuing for two (2) years after the date of the expiration of Employee's Employment, the Employee will not directly or indirectly, solicit, take away, or attempt to solicit or take away any customer or employee of the Company either on the Employee's behalf or on behalf of any other person or entity which competes with Company. If the Company terminates this Agreement on a basis not specified in Section 4.01, or on a basis described in Section 4.01(a), Employee shall not be required to honor this Section 5.02 unless Company continues to pay Employee's salary and benefits for the balance of the Term even if such payments would not otherwise be required. 6. MISCELLANEOUS SECTION 6.01.
No Adverse Acts. During the Employment Term and continuing for two (2) years after the date of the expiration of the Employment Term, the Employee will not directly or indirectly, solicit, take away, or attempt to solicit or take away any employee of the Company either on the Employee's behalf or on behalf of any other person or entity in the Territory which competes with Company.
No Adverse Acts. The Company shall not, at any time or in any manner, --------------- engage in any activity or do or permit any act within its control which may in any way adversely affect any rights of Xxxxx or Xxxxxxx to the Xxxxx New York Trademarks or any registrations or applications for registration thereof or which may directly or indirectly reduce the value of the Xxxxx New York Trademarks or derogate or detract from their repute.
No Adverse Acts. During the Employment Term and continuing for two (2) years after the date of the expiration of Employee's Employment, the Employee will not (i) directly or indirectly, solicit, take away, or attempt to solicit or take away any customer or employee of the Company either on the Employee's behalf or on behalf of any other person or entity which competes with Company, or (ii) accept employment with one of Company's direct competitors. If the Company terminates this Agreement on a basis not stated in Section 4.01, or on a basis described in Section 4.01(a), Employee shall not be required to honor this Section 5.02 unless Company continues to pay Employee's salary and benefits for the balance of the Employment Term even if such payments would not otherwise be required. Employee further agrees and acknowledges that if the provisions of this Section 5.02(ii) are triggered, Employee will receive adequate consideration from the transactions contemplated by this Agreement to enable him to earn a satisfactory living during the time that the non-competition clause is in effect.
No Adverse Acts. During the Employment Term and continuing for one (1) year after the date of the expiration of Employee's Employment, Employee will not directly or indirectly, solicit, take away, or attempt to solicit or take away any customer or employee of the Company or any of its Affiliates either on Employee's behalf or on behalf of any other person or entity which competes with the Company, or accept employment with one of the Company's direct competitors. If the Company terminates this Agreement on a basis not stated in Section 4.1 or Section 4.3, or on a basis described in Section 4.1(a), Employee shall not be required to honor this Section 5.4 unless Company or one of its Affiliates continues to pay Employee's salary and benefits for the balance of the Term even if such payments would not otherwise be required.
No Adverse Acts. In the event that Customer, its agents, employees or representatives cause (or are otherwise responsible for) any act or omission which adversely affects in any material way the provision of Services by Commerx hereunder, Customer shall be liable for any and all reasonable additional costs and expenses incurred by Commerx, its third party suppliers, its agents and/or its representatives, as a result of such act or omission. In addition, Commerx (at its discretion) may be relieved of its obligations under this Agreement to the extent that the performance of such obligations has been impeded by such act or omission. In the event that Commerx incurs any additional reasonable costs or expenses, or is otherwise unable to perform its obligations hereunder as a result of such act or omission, Commerx shall promptly notify Customer of same once Commerx becomes aware of such impact and mitigates the impact of such act or omission on the Services.
