Necessity of Restrictions. The Executive acknowledges that Section 9 is reasonably necessary to protect the business interest of the Bank and that the provisions of Section 2 and Section 8 are the essence of this Agreement for the Bank. The Executive agrees that if the Executive engages in activities prohibited by Section 9, irreparable harm to the Bank or its Affiliates will likely result, for which a remedy in the form of damages may not be Amended and Restated Employment Agreement (BUFC) Xxxxxxxx X. Xxxxx ascertainable. In the event the Executive breaches, or threatens to commit a breach of any of the provisions of this Section 9 the Bank or its Affiliates shall have the following rights and remedies, which shall be independent of any others and severally enforceable, and shall be in addition to, and not in lieu of any other rights and remedies available for the Bank or its Affiliates at law or in equity:
Necessity of Restrictions. Employee and University understand and agree that the restrictions contained in this Agreement are necessitated in part because of (a) University’s responsibilities to the taxpayers of Minnesota; (b) University’s responsibilities to veterinary students, interns and residents; (c) the requirements of the AVMA XXX, AAVMC and VIRMP; (d) University’s efforts and resources required to maintain and/or grow University’s case load and business; (e) in the event that Employee’s relationship with University concludes or is terminated, the additional time and effort necessary to locate, select, hire, train and wait for new specialists in training to complete their residency programs and prepare for and/or pass the specialty boards while under University’s guidance so that they can be hired into faculty positions.
Necessity of Restrictions. The parties acknowledge and agree that the covenants and agreements contained in this Agreement have been negotiated in good faith by the parties, and are reasonable and are not more restrictive or broader than necessary to protect the interests of the Parent and the Business, and would not achieve their intended purpose if they were on different terms or for periods of time shorter than the periods of time provided herein or applied in more restrictive geographical areas than are provided herein. Each party further acknowledges that the Parent would not enter into the Merger Agreement (and consummate the transactions contemplated thereby) in the absence of the covenants and agreements contained in this Agreement and that such covenants and agreements are essential to protect the Business.
Necessity of Restrictions. The Executive acknowledges that Section 9 is reasonably necessary to protect the business interest of the Company and that the provisions of Section 2 and Section 9 are the essence of this Agreement for the Company. The Executive Xxxxx X. Xxxxxx Employment Agreement-BUFC October 24, 2005 agrees that if he engages in activities prohibited by Section 9, irreparable harm to the Company or its affiliates will likely result, for which a remedy in the form of damages may not be ascertainable. In the event the Executive breaches, or threatens to commit a breach of any of the provisions of this Section 9, the Company or its affiliates shall have the following rights and remedies, which shall be independent of any others and severally enforceable, and shall be in addition to, and not in lieu of any other rights and remedies available for the Company or its affiliates at law or in equity:
Necessity of Restrictions. The parties acknowledge and agree that the covenants and agreements contained in this Agreement have been negotiated in good faith by the parties, are reasonable and are not more restrictive or broader than necessary to protect the interests of the Buyer, Transco, any of their Affiliates and/or the Business, and would not achieve their intended purpose if they were on different terms or for a period of time shorter than the period of time provided herein or applied in more restrictive geographical areas than are provided herein. Each party further acknowledges that the Buyer would not enter into the Membership Interest Purchase Agreement or the other Transaction Agreements (and consummate the transactions contemplated hereby or thereby) in the absence of the covenants and agreements contained in this Agreement and that such covenants and agreements are essential to protect the Business and the operation of the Purchased Assets including, without limitation, the goodwill associated therewith.
Necessity of Restrictions. The Parties acknowledge and agree that the covenants and agreements contained in this Agreement have been negotiated in good faith by the Parties, are reasonable and are not more restrictive or broader than necessary to protect the interests of the Parties hereto, and would not achieve their intended purpose if they were on different terms or for periods of time shorter than the periods of time provided herein or applied in more restrictive geographical areas than are provided herein. Each Party further acknowledges that Buyer would not have entered into the License Agreement and IPA on the date hereof in the absence of the covenants and agreements contained in this Agreement and that such covenants and agreements are essential to protect Buyer's business including, but not limited to, the Intellectual Property licensed by the Buyer as part of the License Agreement.
