Prior Restrictive Covenants Sample Clauses

Prior Restrictive Covenants. The restrictive covenants contained in this RCA are in addition to, and not in lieu of, any other restrictive covenants between the Participant and the Company or any of its Subsidiaries. For the avoidance of doubt, any and all of the Participant’s restrictive covenants agreed to prior to entering into this RCA (“Prior Restrictive Covenants”) will survive and supersede the restrictive covenants set forth in this RCA to the extent that any Prior Restrictive Covenant is for a longer period of time or is more restrictive in scope or location than the restrictive covenants set forth in this RCA. A breach of any such Prior Restrictive Covenant will also constitute a breach of this RCA.
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Prior Restrictive Covenants. Subject to the other terms of this Section 5.2, the Confidentiality Agreement between Parent and Seller Parent, dated July 23, 2012 (the “Confidentiality Agreement”) and Section 11 of the Letter of Intent dated August 17, 2012 between Parent and Seller Parent (the “LOI Restrictive Covenants” and together with the Confidentiality Agreement, the “Prior Restrictive Covenants”), will remain in full force and effect through and until the Closing pursuant to their respective terms. Upon the Closing and at the Effective Time, the Prior Restrictive Covenants will be replaced by the terms of this Section 5.2 and will have no further force or effect.
Sample 1
Prior Restrictive Covenants. Executive has been advised by WellCare and hereby agrees that Executive is not to take or bring with him to WellCare or the Corporation any property of Health Net Inc. (“Health Net”) or any other prior employer, and in connection with Executive’s employment with WellCare and the Corporation, Executive shall not in any way use, rely on, refer to, or disclose any confidential or proprietary business information or trade secret of Health Net or any other prior employer. Executive further agrees to comply with any other restrictive covenants of a prior employer, including Health Net, to which he is otherwise bound at any time during the Term.
Sample 1
Prior Restrictive Covenants. The Employee represents that his employment with the Corporation will not violate or conflict with any obligations to any previous employer or other party, including without limitation, obligations relating to nondisclosure, proprietary information, non-competition and non-solicitation.
Sample 1
Prior Restrictive Covenants. The Parties acknowledge and agree that the Consulting Services shall have no impact on restrictive covenants granted by Consultant to the Company during the term of Consultant’s employment by the Company (“Restrictive Covenants”) ​ Exhibit 10.1 ​ and the agreements containing such Restrictive Covenants shall remain in full force and effect in accordance with their respective terms.
Sample 1
Prior Restrictive Covenants. The Executive expressly states that he is not bound by any restrictive covenants, including non-competition and non-solicitation restrictions (for both customers and employees) from any prior employer. If it is later determined that the Executive is bound by any prior restrictive covenants, MiX Telematics may, at its sole discretion, immediately cancel this Employment Agreement. Further, by virtue of executing this Employment Agreement, the Executive understands and agrees that MiX Telematics will not defend the Executive in any future action brought by the Executive's prior employer due to claims of violating restrictive covenants or otherwise.
Sample 1
Prior Restrictive Covenants. You will abide by any pre-existing terms and conditions that are contained in any contractual restrictive covenants you may have entered into with any prior employer, client or other person or entity, including (without limitation) any covenants relating to the hiring or solicitation of employees, solicitation of customers, your employment by a competitor, or maintaining the confidentiality of proprietary information. You represent that your employment with the Company will not be in violation of any pre-existing restrictive covenant, and you understand that your employment with the Company is contingent upon same. If you are subject to any such restrictive covenants, you have already disclosed them to me and you have provided copies of them to me.
Sample 1
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Prior Restrictive Covenants. The Employee expressly states that he is not bound by any restrictive covenants, including non-competition and non-solicitation restrictions (for both customers and employees) from any prior employer. If it is later determined that the Employee is bound by any prior restrictive covenants, the Employer may, at its sole discretion, immediately cancel this Employment Agreement. Further, by virtue of executing this Employment Agreement, Employee understands and agrees that the Company will not defend the Employee in any future action brought by the Employee’s prior employer due to claims of violating restrictive covenants or otherwise.
Sample 1
Prior Restrictive Covenants. You will abide by any pre-existing terms, conditions and restrictions contained in any applicable statute, rule, regulation or in any contractual agreement that you may have entered into with any prior employer, client or other person or entity, including (without limitation) any restrictions relating to your future dealings or relationships with the US or other foreign governments, regulators or administrative agencies, the hiring or solicitation of employees, solicitation of customers, your employment by a competitor, or maintaining the confidentiality of proprietary or classified information. You represent that you have disclosed any and all such restrictions to us, and that, if required, you have disclosed the terms of this Agreement to the appropriate government personnel. You represent that your entering into this Agreement with Citigroup and the performance of the Services will not be in violation of any such restrictions. You understand the validity of this Agreement is contingent upon these representations.
Sample 1

Related to Prior Restrictive Covenants

  • Certain Restrictive Covenants The Executive covenants and agrees with the Company and each Affiliate of the Company as follows:

  • Restrictive Covenant Agreements The Executive agrees to be bound by the Invention and Non-Disclosure Agreement attached hereto as Exhibit A and the Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B (Exhibit A and Exhibit B together referred to as the “Restrictive Covenant Agreements”), each of which are incorporated by reference herein. The provisions of the Restrictive Covenant Agreements shall survive the term of this Agreement pursuant to the terms set forth in Exhibit A or Exhibit B, as applicable.

  • Restrictive Covenant Agreement The Company’s obligations under this Agreement, including the Company’s agreement to provide severance and to allow Employee to participate in the other compensation programs as provided on Schedule A, is conditioned on Employee signing a Restrictive Covenant Agreement in the form of Schedule B (the “Restrictive Covenant Agreement”).

  • Enforcement of Restrictive Covenants Notwithstanding any other provision of this Agreement, in the event of Employee’s actual or threatened breach of any provision of this Section 4, Employer shall be entitled to an injunction restraining Employee from such breach or threatened breach, without the requirement of posting any bond or the necessity of proof of actual damage, it being agreed that any breach or threatened breach of these restrictive covenants would cause immediate and irreparable injury to Employer and that money damages would not provide an adequate remedy to Employer. Nothing herein shall be construed as prohibiting Employer from pursuing any other equitable or legal remedies for such breach or threatened breach, including the recovery of monetary damages from Employee. The period of any restriction set forth in this Section 4 shall be extended by any period of time that Employee is or has been found to be in breach of any provision in this Section 4.

  • Compliance with Restrictive Covenants Without intending to limit any other remedies available to the Company Group and except as required by law, in the event that the Executive breaches or threatens to breach any of the covenants set forth in this Section 9, (i) the Company Group shall be entitled to seek a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive from engaging in activities prohibited by this Section 9 or such other relief as may be required to enforce any of such covenants and (ii) all obligations of the Company to make payments and provide benefits under this Agreement shall immediately cease.

  • Restrictive Covenant The Employer and the Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of the number of FULL months the Executive has at any time been employed by the Employer or twenty-four (24) months after the termination of the Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any corporation.

  • Survival of Restrictive Covenants Employee acknowledges that the above restrictive covenants shall survive the termination of this Agreement and the termination of Employee’s employment for any reason. Employee further acknowledges that any alleged breach by the Company of any contractual, statutory or other obligation shall not excuse or terminate the obligations hereunder or otherwise preclude the Company from seeking injunctive or other relief. Rather, Employee acknowledges that such obligations are independent and separate covenants undertaken by Employee for the benefit of the Company.

  • Restrictive Covenants Agreement I understand that I am or will be an employee to or other service-provider of The Xxxxx Xxxxx Company and/or its Subsidiaries and/or its Affiliates (collectively the "Company"), and will learn and have access to the Company's confidential, trade secret and proprietary information and key business relationships. I understand that the products and services that the Company develops, provides and markets are unique. Further, I know that my promises in this Restrictive Covenants Agreement (the "Agreement") are an important way for the Company to protect its proprietary interests and that The Xxxxx Xxxxx Company would not have granted me RSUs or other equity grants unless I made such promises. In addition to other good and valuable consideration, I am expressly being given RSUs or other equity grants in exchange for my agreeing to the terms of this Agreement. In consideration of the foregoing, I (the "Executive") agree as follows:

  • Reasonableness of Restrictive Covenants Executive acknowledges that the covenants contained in the preceding subsections of this Section 8 are reasonable in the scope of the activities restricted, the geographic area covered by the restrictions, and the duration of the restrictions, and that such covenants are reasonably necessary to protect the Company's legitimate interests in its Confidential Information and in its relationships with its employees, customers and suppliers. Executive further acknowledges such covenants are essential elements of this Agreement and that, but for such covenants, the Company would not have entered into this Agreement.

  • Restrictive Covenants The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur additional Indebtedness, make payments in respect of its Capital Stock or certain Indebtedness, enter into transactions with Affiliates, create dividend or other payment restrictions affecting Subsidiaries, merge or consolidate with any other Person, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets or adopt a plan of liquidation. Such limitations are subject to a number of important qualifications and exceptions. The Company must annually report to the Trustee on compliance with such limitations.

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