Common use of Enforceability of this Agreement Clause in Contracts

Enforceability of this Agreement. Seller agrees and acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Agreement are reasonable and are no broader than are necessary to protect the legitimate business interests of Buyer including, without limitation, the ability of Buyer to realize the benefit of its bargain from the Stock and Asset Purchase Agreement. The Parties agree and stipulate that the agreements and covenants not to compete or solicit contained in this Agreement are fair and reasonable in light of all the facts and circumstances of the relationship between Buyer and Seller; however, Buyer and Seller are aware that in certain circumstances courts have refused to enforce certain agreements not to compete and laws have placed limitations on certain agreements not to compete. Therefore, in furtherance of, and not in derogation of this Agreement, Buyer and Seller agree that in the event a court should decline to enforce some of the provisions of this Agreement or if any law should limit the enforceability of any provisions of this Agreement, that this Agreement shall be deemed to be modified or reformed to restrict Seller’s competition with Buyer and any of its Affiliates or Subsidiaries to the maximum extent, as to time, geography and business scope, which the court shall find enforceable or the applicable law shall permit; provided, however, in no event shall any such modifications or reformations of this Agreement be deemed to be more restrictive to Seller than those contained herein.

Appears in 4 contracts

Samples: Stock and Asset Purchase Agreement (Proquest Co), Restrictive Covenant Agreement (Cambium-Voyager Holdings, Inc.), Restrictive Covenant Agreement (Proquest Co)

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