Common use of Covenant Not to Compete Etc Clause in Contracts

Covenant Not to Compete Etc. (a) At all times during the Term and for a period of one year thereafter, you will not, and you will cause your Affiliates not to, directly or indirectly, engage or participate in, or render services to (whether as owner, operator, member, shareholder, trustee, manager, consultant, strategic partner, employee or otherwise) any business competitive with the business as conducted by the Company or any of its subsidiaries (collectively, “Company Entities”), included without limitation, the oil and gas exploration and development business within the counties of the states in which the Company is active , as of the date of this Agreement or at any time during the Term in the states where the Company currently has operations (a “Competing Business”). For the purposes of the foregoing, you will not be in breach of this Section 6(a) by reason of your ownership, together with that of your Affiliates, of two percent or less of a Competing Business’ voting capital stock if (i) such Competing Business is publicly traded and (ii) you and your Affiliates do not control the operation or management of such Competing Business. (b) At all times during the Term and for a period of one year thereafter, you will not, and you will cause your Affiliates not to, directly or indirectly, solicit for employment, recruit or hire, either as an employee or a consultant, any employee, consultant or independent contractor of the Company or any Affiliate who was an employee, consultant or independent contractor of the Company or any Affiliate as of the date of this Agreement or at any time during the Term. (c) At all times during the Term and thereafter, you shall, and you shall cause your Affiliates to, keep confidential and not disclose to any other person or use for the benefit of any other person any information, technology, know-how, trade secrets, product formulas, industrial designs, franchises, inventions or other industrial and intellectual property in your possession or control regarding the Company or any Affiliate or any of their respective (a) businesses (unless and to the extent compelled to disclose by judicial or administrative process). Your obligations under this Section 6(c) shall not apply to information that (i) is obtained from public information, (ii) is received from a third party not, to your knowledge, subject to any obligation of confidentiality with respect to such information, or (iii) is or becomes known to the public, other than through a breach of this Agreement. (d) You acknowledge and agree that the restrictions contained in Sections 6(a), (b) and (c) are a reasonable and necessary protection of the immediate interests of the Company, and any violation of these restrictions would cause substantial injury to the Company and that the Company would not have entered into this Agreement without receiving the protective covenants contained in Sections 6(a), (b) and (c). In the event of a breach or a threatened breach by your or any of your Affiliates of these restrictions, the Company will be entitled to an injunction restraining you or such Affiliate, as applicable, from such breach or threatened breach (without the necessity of proving the inadequacy as a remedy of money damages or the posting of a bond); provided, however, that the right to injunctive relief will not be construed as prohibiting the Company from pursuing any other available remedies, whether at law or in equity, for such breach or threatened breach.

Covenant Not to Compete Etc. (a) At all times during During the Term period beginning on the Closing Date and for a period ending on the third anniversary of one year thereafterthe Closing Date, you Tribune Parties will not, and you they will cause your their controlled Affiliates not to, directly or indirectly, engage or participate in, or render services to in (whether as owner, operator, member, shareholder, trustee, manager, consultant, strategic partner, employee partner or otherwise) any Competing Business. “Competing Business” means any newspaper or other business competitive (i) engaged in the publication or dissemination of information, news and events (in print, electronically or otherwise) relating to the New York DMA and (ii) whose target audience is residents of the New York DMA; provided, however, that any website that would otherwise be regarded as a Competing Business shall not be regarded as such if the website (i) is part of a network of websites owned or controlled by Tribune Parties or their respective controlled Affiliates and (ii) does not primarily compete with the business ▇▇▇▇▇▇▇.▇▇▇ as conducted by or in the Company or any advanced stages of its subsidiaries (collectively, “Company Entities”), included without limitation, the oil and gas exploration and development business within the counties of the states in which the Company is active , planning as of the date of this Agreement or at any time during the Term in the states where the Company currently has operations to be conducted (a “Competing BusinessNewsday Website”). For the purposes of the foregoingthis Section 4.4(a), you Tribune Parties will not be in breach of this Section 6(a4.4(a) by reason of your of: (i) their beneficial ownership, together with that of your Affiliatesthe other Persons to whom the restrictions in this Section 4.4(a) are applicable, of two percent 5% or less of a Competing Business’ the voting capital stock if of a Competing Business if: (ix) such Competing Business is publicly traded traded; and (iiy) you Tribune Parties and your their respective controlled Affiliates do not control the operation or management of such Competing Business. ; (bii) At all times during the Term continuing conduct by Tribune and for a period its Affiliates of one year thereafter, you will not, and you will cause your Affiliates not to, directly their businesses (other than the Business) conducted by them or indirectly, solicit for employment, recruit or hire, either in the advanced stages of planning as an employee or a consultant, any employee, consultant or independent contractor of the Company date of this Agreement (which, for avoidance of doubt, shall not include any traditional print newspaper in the New York DMA or any Affiliate who was an employeeNewsday Website), consultant or independent contractor of the Company or (iii) any Affiliate activities conducted by WPIX-TV as of the date of this Agreement or at any time during broadcast television or radio station acquired by Tribune Parties after the Term. (c) At all times during the Term and thereafter, you shalldate of this Agreement, and you in each case, any natural extension thereof consistent with the general scope of their respective businesses (which, for avoidance of doubt, shall cause your Affiliates tonot include any traditional print newspaper in the New York DMA or any Newsday Website); (iv) providing content, keep confidential and not disclose products or services to any other person a Competing Business; (v) the acquisition after the consummation of the Closing of the assets or use for the benefit equity interests of any other person any informationPerson that derives less than 25% of its annual revenue from a Competing Business, technology, know-how, trade secrets, product formulas, industrial designs, franchises, inventions provided Tribune Parties agree to divest such Competing Business within 12 months of such acquisition; or other industrial and intellectual property in your possession or control regarding the Company or any Affiliate (vi) operating Insertco’s current business if Tribune or any of their respective (a) businesses (unless and to the extent compelled to disclose by judicial or administrative process). Your obligations under this Section 6(c) shall not apply to information that (i) is obtained from public information, (ii) is received from a third party not, to your knowledge, subject to any obligation of confidentiality with respect to such information, or (iii) is or becomes known to the public, other than through a breach of this Agreementits Subsidiaries acquires Insertco. (d) You acknowledge and agree that the restrictions contained in Sections 6(a), (b) and (c) are a reasonable and necessary protection of the immediate interests of the Company, and any violation of these restrictions would cause substantial injury to the Company and that the Company would not have entered into this Agreement without receiving the protective covenants contained in Sections 6(a), (b) and (c). In the event of a breach or a threatened breach by your or any of your Affiliates of these restrictions, the Company will be entitled to an injunction restraining you or such Affiliate, as applicable, from such breach or threatened breach (without the necessity of proving the inadequacy as a remedy of money damages or the posting of a bond); provided, however, that the right to injunctive relief will not be construed as prohibiting the Company from pursuing any other available remedies, whether at law or in equity, for such breach or threatened breach.

Covenant Not to Compete Etc. (a) At all times during As a further inducement for the Term Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, the Seller hereby agrees that, for a period of one year thereafter12 months after the Closing Date (the "Non-competition Period"), you will the Seller shall not, and you will shall not permit or cause your Affiliates not any of its Related Parties to, directly or indirectly, engage in any capacity, own, manage, operate, control or participate inin the ownership, management, operation or control of, consult with, lend its name to, otherwise assist, or render services to (continue any interest whatsoever, in any enterprise, whether as owner, operator, member, shareholder, trustee, manager, consultant, strategic partner, employee private or otherwise) any business competitive with the business as conducted by the Company or any of its subsidiaries (collectively, “Company Entities”), included without limitation, the oil and gas exploration and development business which operates a commercial health benefit plan anywhere within the counties of the states in which the Company is active , as of the date of this Agreement or at any time during the Term in the states where the Company currently has operations (a “Competing Business”). For the purposes of the foregoing, you will not be in breach of this Section 6(a) by reason of your ownership, together with that of your Affiliates, of two percent or less of a Competing Business’ voting capital stock if (i) such Competing Business is publicly traded and (ii) you and your Affiliates do not control the operation or management of such Competing BusinessWellCare Service Area. (b) At all times during During the Term and for a period of one year thereafterNon-competition Period, you will the Seller shall not, and you will shall not permit or cause your Affiliates not any of its Related Parties to, directly or indirectly, solicit for employment(i) request or cause any Providers, recruit Commercial Members or hire, either as an employee other suppliers or a consultant, any employee, consultant or independent contractor customers of the Company Purchaser with whom the Purchaser has a business relationship to cancel, terminate or diminish any Affiliate who was an employeesuch business relationship with the Purchaser, consultant or independent contractor (ii) solicit, interfere with or entice from the Purchaser any employee of the Company or any Affiliate as of the date of this Agreement or at any time during the TermPurchaser. (c) At all times during During the Term and thereafterNon-competition Period, you shallthe Seller shall not, and you shall not permit or cause your Affiliates any of its Related Parties to, keep confidential make any statement or other communication (except, and only to the extent, as may be required by subpoena or other legal process) that impugns or attacks the reputation or character of the Purchaser or its Affiliates or their respective directors, officers or employees, or damages the goodwill of any of the foregoing, take any affirmative action that would interfere in any material respect with any contractual or customer relationships of the Purchaser, including but not disclose limited to any other person action that would result in a diminution of business, or use for the benefit of otherwise take any other person affirmative action that is detrimental in any information, technology, know-how, trade secrets, product formulas, industrial designs, franchises, inventions or other industrial and intellectual property in your possession or control regarding the Company or any Affiliate or any of their respective (a) businesses (unless and material respect to the extent compelled to disclose by judicial best interests of the Purchaser or administrative process). Your obligations under this Section 6(c) shall not apply to information that (i) is obtained from public information, (ii) is received from a third party not, to your knowledge, subject to any obligation of confidentiality with respect to such information, or (iii) is or becomes known to the public, other than through a breach of this Agreementits Affiliates. (d) You acknowledge and agree that In the restrictions event any of the covenants contained in Sections 6(a)this Section shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, (b) and (c) are it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The Seller acknowledges that a reasonable and necessary protection breach of the immediate interests of the Company, and any violation of these restrictions would covenants contained in this Section will cause substantial injury irreparable damage to the Company Purchaser, the exact amount of which will be difficult to ascertain, and that the Company would not have entered into this Agreement without receiving remedies at law for any such breach will be inadequate. Accordingly, the protective Seller agrees that if the Seller or any of its Related Parties breaches or threatens to breach any of the covenants contained in Sections 6(a)this Section, (b) and (c). In the event of a breach or a threatened breach by your or any of your Affiliates of these restrictions, the Company will be entitled in addition to an injunction restraining you or such Affiliate, as applicable, from such breach or threatened breach (without the necessity of proving the inadequacy as a remedy of money damages or the posting of a bond); provided, however, that the right to injunctive relief will not be construed as prohibiting the Company from pursuing any other remedy that may be available remedies, whether at law or in equity, for such breach the Purchaser shall be entitled to seek specific performance and injunctive relief, without posting bond or threatened breachother security.