RESTRICTIONS ON SELLERS Sample Clauses
The "Restrictions on Sellers" clause defines specific limitations and obligations imposed on the seller within a contract. Typically, this clause may prohibit the seller from engaging in certain activities, such as selling similar products to competitors, disclosing confidential information, or soliciting the buyer’s customers for a defined period. By clearly outlining what the seller can and cannot do, this clause helps protect the buyer’s interests and ensures fair competition, thereby reducing the risk of conflicts or breaches after the agreement is executed.
RESTRICTIONS ON SELLERS. 12.1 Each of the Sellers severally covenants with the Buyer that he shall not:
12.1.1 at any time during the period of 3 years beginning with the Completion Date, in any geographic areas in which any business of the Company or any of the Subsidiaries was carried on at the Completion Date, carry on or be employed, engaged or interested in any business which would be in competition with any part of the Business as the Business was carried on at the Completion Date; or
12.1.2 at any time during the period of 3 years beginning with the Completion Date, deal with any person who is at the Completion Date, or who has been at any time during the period of 12 months immediately preceding that date, a client or customer of the Company or any of the Subsidiaries; or
12.1.3 at any time during the period of 3 years beginning with the Completion Date, canvass, solicit or otherwise seek the custom of any person who is at the Completion Date, or who has been at any time during the period of 12 months immediately preceding that date, a client or customer of the Company or any of the Subsidiaries; or
12.1.4 at any time during the period of 3 years beginning with the Completion Date:
12.1.4.1 offer employment to, enter into a contract for the services of, or attempt to entice away from the Company or any of the Subsidiaries, any individual who is at the time of the offer or attempt, and was at the Completion Date, employed or directly or indirectly engaged in an executive or managerial position with the Company or any of the Subsidiaries; or
12.1.4.2 procure or facilitate the making of any such offer or attempt by any other person; or
12.1.5 at any time after Completion, use in the course of any business:
12.1.5.1 the words “Clamonta” and/or “Introfocus” ; or
12.1.5.2 any trade or service ▇▇▇▇, business or domain name, design or logo which, at Completion, was or had been used by the Company or any of the Subsidiaries; or
12.1.5.3 anything which is, in the reasonable opinion of the Buyer, capable of confusion with such words, ▇▇▇▇, name, design or logo; or
12.1.6 at any time during a period of 3 years beginning with the Completion Date, solicit or entice away from the Company or any of the Subsidiaries any supplier to the Company or any of the Subsidiaries who had supplied goods and/or services to the Company or any of the Subsidiaries at any time during the 12 months immediately preceding the Completion Date, if that solicitation or enticement causes or would cause such supp...
RESTRICTIONS ON SELLERS. (A) Each Seller undertakes that it shall not, and shall procure that each other member of the Sellers' Group shall not for as long as it remains such a member, do any of the following things:
(i) for a period of five years after Completion, recommence the manufacture or distribution of any product in any market in which any part of the European Culinary Brands Business is carried on at Completion under a mark ▇▇▇ch any member of the Sellers' Group has ceased to use on that product in that market in the 12 months prior to Completion where such cessation of use took place so as to eliminate product overlap between the Sellers' Group (other than Bestfoods and its subsidiaries) and Bestfoods and its subsidiaries PROVIDED THAT (and for the avoidance of doubt subject to clause 24(B) nothing in this paragraph (i) shall prevent any member of the Sellers' Group from transferring any endorser brand to any product in such market as at Completion or from re-entering any market from which it would otherwise be excluded by reason of this paragraph;
(ii) within two years from the Completion Date, directly or indirectly solicit or endeavour to entice away from the employment of any member of the Purchaser's Group, offer employment to or employ or offer to conclude any contract for 58 58 services with any Senior Employee without the prior written consent of the Purchaser, other than:
(a) any Senior Employee whose employment with the relevant member of the Purchaser's Group has then ceased or who has received notice terminating such employment; and
(b) any Senior Employee who responds to any public recruitment advertisement placed by or on behalf of any member of the Sellers' Group; or
(iii) intentionally assist any person to do any of the foregoing things.
(B) Subject always to the terms of the Co-existence Agreement, each Seller undertakes that it shall not, and shall procure that no other member of the Sellers' Group shall, for the duration of the Restricted Period, within any territory use any trade mark (▇▇gistered or unregistered) comprised in the Business IPR; Raguletto Marks (but in respect of each Raguletto Mark, ▇▇ly after the relevant Raguletto Sale Date); and any trade Mark ▇▇▇ch is or is likely to be confusingly similar to any such trade mark, (▇ncluding applying to register an internet domain name containing such a trade mark ▇▇ such territory) or challenge any trade mark ▇▇▇istration for, or oppose any application for registration made by any member of the Pu...
RESTRICTIONS ON SELLERS. From the date of this Agreement until Closing, Sellers will not sell, convey, dispose of, pledge or otherwise encumber the Interests.
RESTRICTIONS ON SELLERS. 14.1 The Ordinary Shareholder and Sentrum Construction each undertake that they shall not and shall procure that each other member of their respective Retained Group shall not, directly or indirectly, either alone or jointly with any other person or in any capacity whatsoever:
(a) neither pending nor within three (3) years following the Completion Date (except as holder of not more than five per cent. (5%) of any class of shares or securities of a person which is dealt in on any investment exchange) carry on or be engaged or otherwise interested in any business in the Restricted Territories which competes with the Business or any part of the Business;
(b) neither pending nor within three (3) years following the Completion Date solicit the custom of any person who is or at any time during the two (2) years immediately preceding the Completion Date has been a customer or client of any Group Company, provided that the Ordinary Shareholder shall not be restricted from soliciting the custom of such persons (i) solely with respect to the ▇▇▇▇▇ Property, the Rugby Property and the Singapore Property; and (ii) any business that is not involved, directly or indirectly, in the data centre industry (and for the avoidance of doubt this shall not restrict the buying and selling of the Option Lands to data centre operators or the submission of planning applications in connection therewith);
(c) neither pending nor within three (3) years following the Completion Date solicit or entice away any employee of, or consultant to, any Group Company or any member of the Purchaser’s Group, provided that the Ordinary Shareholder shall not be restricted from engaging professional consultancy firms for advice (i) in relation to the ▇▇▇▇▇ Property and the Rugby Property; and (ii) in jurisdictions that are not Restricted Territories;
(d) save as provided in the Trade ▇▇▇▇ License Agreement, at any time after Completion in the course of any business use the word “Sentrum” or use any trade, business or domain name or ▇▇▇▇, logo or design previously used in the Business by any Group Company or anything which is, in the reasonable opinion of the Purchaser, capable of being confused with any of them;
(e) challenge the validity or enforceability of any of the Registered Intellectual Property; or
(f) assist or incite any other person to do any of the above.
14.2 Nothing in this Clause 13 shall restrict the ability of the Ordinary Shareholder to comply with the provisions of Clause 11.1.
14.3...
RESTRICTIONS ON SELLERS. 1.1 Each Seller undertakes that it shall not and shall procure that each other member of the Sellers’ Group shall not, directly or indirectly, either alone or jointly with or as agent for any other person or in any capacity whatsoever (other than as expressly contemplated by this Agreement):
(a) neither pending nor within one (1) year following the Completion Effective Date (except as holder of not more than three per cent. (3%) of any class of shares or securities of a person which is dealt in on any investment exchange), carry on or be engaged or otherwise interested in any business in Europe or any other jurisdiction in which the Purchasers’ Group carries out business as at the date of this Agreement and which competes with a business of the Purchasers’ Group and/or the Assets as at the Completion Effective Date, provided that this shall not restrict the operation of the Business (as at the Completion Effective Date or as expanded into Canada, the United States or Latin America) by the Sellers;
(b) solicit or entice away any Transferring Employee, provided that the placing of an advertisement of a post available to the public generally or the recruitment of a person through an employment agency shall not constitute a breach of this clause 18.1(b) provided that neither Seller or any member of the Sellers’ Group encourages or advises such agency to approach such Transferring Employee;
(c) at any time after Completion in the course of any business use any trade, business or domain name or mark, logo or design previously used by the Sellers or any member of the Sellers’ Group in respect of the Domains;
(d) challenge the validity or enforceability of any of the Domains;
(e) assist or incite any third party to do any of the above.
1.2 Each of the restrictions contained in this Clause 18 is given to each Purchaser and each other member of the Purchasers’ Group. Each such restriction shall be construed as a separate provision of this Agreement. If any restriction is unenforceable but would be valid if reduced in scope or duration, the restriction shall apply with the minimum modifications as may be necessary to make it valid and enforceable. Each Seller acknowledges that each restriction is no greater than is reasonably necessary to protect the interests of the Purchasers and the other members of the Purchasers’ Group.
RESTRICTIONS ON SELLERS. 16.1 Each of the Key Employees severally undertakes that he/she shall not, directly or indirectly, either alone or jointly with or as agent for any other person or in any capacity whatsoever:
(a) subject to Clause 16.2, neither pending nor within three (3) years following the Closing Date (except as holder of not more than one per cent of any class of shares or securities of a person which is dealt in on any investment exchange) carry on or be engaged or otherwise interested in any business anywhere in the world which competes with the Business or any part of the Business;
(b) neither pending nor within three (3) years following the Closing Date solicit or entice away any employee of, or consultant to, the Company or any member of the Purchaser’s Group or employ any such person provided that nothing in this Clause 16 (Restrictions on Sellers) shall prevent any of the Key Employees from employing, or interviewing with a view to employing, any employee of the Company or any member of the Purchaser’s Group who responds to a publicly advertised vacancy or who, of his own volition, applies for employment with any of the Key Employees;
(c) at any time after the Closing Date in the course of any business (for the avoidance of doubt, other than in the course of, or in relation to, or referencing to, the Business of the Company) use the words “Small Giant Games” or “Small Giant” or use any trade, business or domain name or m▇▇▇ or logo previously used in the Business by the Company;
(d) challenge the validity or enforceability of any of the Registered Business IP Rights; or
(e) knowingly assist or incite any other person to do any of the above.
RESTRICTIONS ON SELLERS. 12.1 Each of the Management Sellers severally undertakes that it shall not, directly or indirectly, either alone or jointly with or as agent for any other person or in any capacity whatsoever:
(a) neither pending nor within three (3) years following the Completion Date (except as holder of not more than five per cent. (5%) of any class of shares or securities of a person which is dealt in on any investment exchange) carry on or be engaged or otherwise interested in any business anywhere in the world which competes with the Business or any part of the Business as carried on by the Group at Completion;
(b) neither pending nor within three (3) years following the Completion Date solicit or entice away any employee of, or consultant to, any Group Company or any member of the Purchaser’s Group or employ any such person provided that nothing in this Clause 12 shall prevent any of the Sellers from employing, or interviewing with a view to employing, any employee of the Group or any member of the Purchaser’s Group who responds to a publicly advertised vacancy or who, of his own volition, applies for employment with any of the Sellers;
(c) at any time after Completion in the course of any business which is competitive with the Business, use the words “Gram” or “Merge” or use any trade, business or domain name or ▇▇▇▇, logo or design previously used in the Business by any Group Company or anything which is likely to be confused with any of them;
(d) challenge the validity or enforceability of any of the Registered Business IP Right; or
(e) assist or incite any other person to do any of the above.
12.2 Each of the restrictions contained in this Clause 12 is given to the Purchaser and each Group Company. Each such restriction shall be construed as a separate provision of this Agreement. If any restriction is unenforceable but would be valid if reduced in scope or duration the restriction shall apply with the minimum modifications as may be necessary to make it valid and enforceable. Each of the Management Sellers acknowledges that each restriction is no greater than is reasonably necessary to protect the interests of the Purchaser’s Group and each Group Company.
RESTRICTIONS ON SELLERS. 11.1 In this clause, the following words and expressions shall have the following meanings:
RESTRICTIONS ON SELLERS. 20.1 Except as provided in Clause 20.2, the Sellers covenant with the Purchaser and each other member of the Purchaser’s Group that they shall not, and shall procure that each member of the Retained Group shall not, without the prior written consent of the Purchaser:
(a) [***];
(b) [***];
(c) [***]; or
(d) [***].
20.2 Nothing in this Clause 20 shall prevent or restrict the Sellers or the Retained Group from:
(a) [***];
(b) [***];
(c) [***];
(d) [***];
(e) [***];
(f) [***];
(g) [***]; or
(h) for the avoidance of doubt, exercising their rights and performing their obligations under the Transitional Services Agreement and/or Distribution Agreement.
RESTRICTIONS ON SELLERS. 8.1 Each of the Warrantors severally covenants with and undertakes to each of the Buyers (for themselves and on behalf of each Target Group Company) that it shall not (whether alone or jointly with another and whether directly or indirectly) at any time during the Restricted Period, other than to the extent applicable in the ordinary course of properly discharging his duties as an employee, Director of, or consultant for the Target Group:
8.1.1 (a) carry on; or