Common use of Reasonable Restrictions Clause in Contracts

Reasonable Restrictions. The Executive agrees and acknowledges; (a) that the geographical and time limitations contained in this Agreement are reasonable and properly required for the adequate protection of the business interests of the Company; and (b) the restrictions contained in this Article 6 (including without limitation the length of the term of the provisions of this Article 6) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Article 6 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. The Executive acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms of this Article 6. It is agreed by the Executive that if any portion of the restrictions contained in this Agreement are held to be unreasonable, arbitrary, or against public policy, then the restriction shall be considered divisible, both as to the time and to the geographical area, with each month of the specified period being deemed a separate period of time, and each country or portion thereof of the specified area being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective, so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary, and not against public policy may be enforced against Seller.

Reasonable Restrictions. The Executive agrees and acknowledges; (a) that the geographical and time limitations contained in this Agreement are reasonable and properly required for the adequate protection of the business interests of the Company; and (b) the restrictions contained in this Article 6 (including without limitation the length of the term of the provisions of this Article 6) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Article 6 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. The Executive acknowledges and confirms that his special knowledge of the business Business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were was to compete with the Company in violation of the terms of this Article 6. It is agreed by the Executive that if any portion of the restrictions contained in this Agreement are held to be unreasonable, arbitrary, or against public policy, then the restriction shall be considered divisible, both as to the time and to the geographical area, with each month of the specified period being deemed a separate period of time, and each country or portion thereof of the specified area being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective, so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary, and not against public policy may be enforced against SellerExecutive.

Reasonable Restrictions. The Executive agrees and acknowledges; THE EXECUTIVE AGREES AND ACKNOWLEDGES: (a) that the geographical and time limitations contained in this Agreement Section 5 are reasonable and properly required for the adequate protection of the business interests of the Company; and (b) that the restrictions contained in this Article 6 Section 5 (including without limitation the length of the term of the provisions of this Article 6Section 5) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Article 6 Section 5 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. The Executive acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were was to compete with the Company in violation of the terms of this Article 6Section 5. It is agreed by the Executive that if any portion of the restrictions contained in this Agreement are held to be unreasonable, arbitrary, or against public policy, then the restriction shall be considered divisible, both as to the time and to the geographical area, with each month of the specified period being deemed a separate period of time, and each country county or portion thereof of the specified area being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective, so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary, and not against public policy may be enforced against SellerExecutive.

Reasonable Restrictions. The Executive agrees and acknowledges; Restricted Person (a) has carefully read and understands all of the provisions of this Agreement and has had the opportunity for this Agreement to be reviewed by counsel, (b) acknowledges that the duration, geographical scope and time limitations contained in subject matter of Sections 1 and 2 of this Agreement are reasonable and properly required for necessary to protect the adequate protection of the goodwill, customer relationships, legitimate business interests of the Company; interests, trade secrets and (b) the restrictions contained in this Article 6 (including without limitation the length of the term of the provisions of this Article 6) are not overbroad, overlong, or unfair confidential and are not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Article 6 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. The Executive acknowledges and confirms that his special knowledge proprietary information of the business of any Covered Company as currently conducted and as currently proposed to be conducted immediately after the Closing, (c) acknowledges that the Company would not have consummated the transactions contemplated by the Merger Agreement without the benefits contained in this Agreement, and (d) understands that this Agreement is such as would cause assignable by the Company serious injury or loss if he were to use such ability and knowledge any other Covered Company, as applicable, and shall inure to the benefit of their respective successors and permitted assigns. Whenever possible each provision and term of Sections 1 and 2 will be interpreted in a competitor manner to be effective and valid, but if any provision or were term of Sections 1 or 2 is held to compete with be prohibited by Law or invalid, then such provision or term will be ineffective only to the Company extent of such prohibition or invalidity, without invalidating or affecting in violation any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of Sections 1 or 2. If the final judgment of a court of competent jurisdiction declares that any term or provision of Sections 1 or 2 is invalid or unenforceable, the parties agree that Section 1 or 2, as applicable, shall be automatically modified to reduce the scope, duration, or area of the terms of this Article 6. It term or provision to its maximum allowable extent, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is agreed by valid and enforceable and that comes closest to expressing the Executive that if any portion intention of the restrictions contained invalid or unenforceable term or provision, and Section 1 or 2, as applicable, shall be enforceable as so modified. If any of the covenants set forth in this Agreement Section 1 or 2 are held to be unreasonable, arbitrary, or against public policy, then the restriction shall such covenants will be considered divisibledivisible with respect to scope, both as to the time and to the geographical area, with each month of the specified period being deemed a separate period of time, and each country or portion thereof of the specified area being deemed a separate geographical geographic area, so that the and in such lesser period of scope, time or geographical area shall remain and geographic area, will be effective, so long as binding and enforceable against the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary, and not against public policy may be enforced against SellerRestricted Person.

Reasonable Restrictions. The Executive agrees and acknowledges; (a) that the geographical and time limitations contained in this Agreement are reasonable and properly required for the adequate protection of the business interests of the Company; and (b) the restrictions contained in this Article 6 Section 8 (including without limitation the length of the term of the provisions of this Article 6) Section 8) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Article 6 Section 8 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. The Executive acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms of this Article 6Section 8. It is agreed by the Executive that if any portion of the restrictions contained in this Agreement are held to be unreasonable, arbitrary, or against public policy, then the restriction shall be considered divisible, both as to the time and to the geographical area, with each month of the specified period being deemed a separate period of time, and each country or portion thereof of the specified area being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective, so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary, and not against public policy may be enforced against Sellerthe Company.

Reasonable Restrictions. The Executive Consultant agrees and acknowledges; (a) that the geographical and time limitations contained in this Agreement are reasonable and properly required for the adequate protection of the business interests of the Company; and (b) the restrictions contained in this Article Section 6 (including without limitation the length of the term of the provisions of this Article Section 6) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive Consultant further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Article Section 6 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment services commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. The Executive Consultant acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms of this Article Section 6. It is agreed by the Executive Consultant that if any portion of the restrictions contained in this Agreement are held to be unreasonable, arbitrary, or against public policy, then the restriction shall be considered divisible, both as to the time and to the geographical area, with each month of the specified period being deemed a separate period of time, and each country or portion thereof of the specified area being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective, so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary, and not against public policy may be enforced against SellerConsultant.

Reasonable Restrictions. The Executive agrees and acknowledges; Company Parties (and, as applicable, the Guarantor) (a) have carefully read and understand Section 6.2, Section 6.3 and Section 6.4 of this Agreement and have had the opportunity for such sections to be reviewed by counsel, (b) acknowledge that the duration, geographical scope and time limitations contained in subject matter of Section 6.2, Section 6.3 and Section 6.4 of this Agreement are reasonable and properly required for necessary to protect the adequate protection goodwill, customer relationships, legitimate business interests, trade secrets and confidential and proprietary information of the business interests of Business, the Company; Transferred Assets, the Assumed Liabilities and the Purchasers, (bc) acknowledge that the restrictions Purchasers would not have closed the Transactions without the benefits contained in this Article 6 (including without limitation the length of the term of the provisions Section 6.2, Section 6.3 and Section 6.4 of this Article 6) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Article 6 will not cause him any undue hardship, financial or otherwiseAgreement, and that enforcement of each the Company Parties and the Guarantor are directly or indirectly receiving substantial consideration in connection with the Closing as a result of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for sale of the comfortable support goodwill of him and his family the Business, the Transferred Assets and the satisfaction of the needs of his creditors. The Executive acknowledges and confirms that his special knowledge of the business Assumed Liabilities of the Company Parties to the Purchasers, and (d) understand that this Agreement is such as would cause assignable by the Company serious injury or loss if he were to use such ability Purchasers and/or their Subsidiaries and knowledge Affiliates and shall inure to the benefit of their respective successors and permitted assigns. If the final judgment of a competitor court of competent jurisdiction declares that any term or were to compete with the Company in violation provision of the terms Section 6.2, Section 6.3 or Section 6.4 of this Article 6. It Agreement is agreed by invalid or unenforceable, the Executive that if any portion of the restrictions contained in this Agreement are held to be unreasonable, arbitrary, or against public policy, then the restriction shall be considered divisible, both as to the time and to the geographical area, with each month of the specified period being deemed a separate period of time, and each country or portion thereof of the specified area being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective, so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court making the determination of competent jurisdiction determines invalidity or unenforceability shall have the specified period power to reduce the scope, duration, or the specified geographical area of the restricted territory term or provision, to be unreasonable, arbitrarydelete specific words or phrases, or against public policy, to replace any invalid or unenforceable term or provision with a lesser time period term or geographical area which provision that is determined valid and enforceable and that comes closest to be reasonable, non-arbitraryexpressing the intention of the invalid or unenforceable term or provision, and not against public policy this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be enforced against Sellerappealed.

Reasonable Restrictions. The Executive agrees and acknowledges; (a) that the geographical and time limitations contained in this Agreement are reasonable and properly required for the adequate protection of the business interests of the Company; and (b) the restrictions contained in this Article 6 Section 8 (including without limitation the length of the term of the provisions of this Article 6) Section 8) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that his full, full uninhibited and faithful observance of each of the covenants contained in this Article 6 Section 8 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. The Executive acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms of this Article 6Section 8. It is agreed by the Executive that if any portion of the restrictions contained in this Agreement are held to be unreasonable, arbitrary, or against public policy, then the restriction shall be considered divisible, both as to the time and to the geographical area, with each month of the specified period being deemed a separate period of time, and each country or portion thereof of the specified area being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective, so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary, and not against public policy may be enforced against Sellerthe Company.