Common use of Reasonableness of Covenants Clause in Contracts

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by it. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that Executive will reimburse the Company for all costs (including reasonable attorneys' fees) incurred in connection with any action to enforce any of the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Agreement. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates will have the right to enforce all of Executive's obligations to that Subsidiary or Affiliate under this Agreement, as applicable, subject to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable law.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive the Employee gives the Company assurance that Executive the Employee has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder this Section 10 hereof. Executive The Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive the Employee from obtaining other suitable employment during the period in which Executive the Employee is bound by the restraints. Executive The Employee acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that Executive the Employee has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive The Employee further covenants that Executive the Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this AgreementSection 10, and that Executive the Employee will reimburse the Company and its affiliates for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement Section 10 if either the Company prevails on any material issue involved in such dispute or if Executive Employee challenges the reasonableness or enforceability of any of the provisions of this AgreementSection 10. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates ’s affiliates will have the right to enforce all of Executive's the Employee’s obligations to that Subsidiary or Affiliate affiliate under this Agreement, as applicable, subject including without limitation pursuant to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable lawthis Section 10.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, the Executive gives the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder this Section 9 hereof. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information affiliates and their trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in Section 9(b) hereof, the Executive will provide a copy of Section 9 of this Agreement to such entity, and the Company shall be entitled to share a copy of Section 9 of this Agreement to such entity or any other entity to which the Executive performs services. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that Executive will reimburse the Company for all costs (including reasonable attorneys' fees) incurred in connection with any action to enforce any of the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this AgreementSection 9. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates ’s affiliates will have the right to enforce all of the Executive's ’s obligations to that Subsidiary or Affiliate affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, as applicable, subject including without limitation pursuant to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable lawthis Section 9.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder this Section 9. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information Affiliates and their trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that Executive is subject to the constraints in Section 9(b) hereof, Executive will provide a copy of this Agreement (including, without limitation, this Section 9) to such entity, and the Company shall be entitled to share a copy of this Agreement (including, without limitation, this Section 9) with such entity or any other entity to which Executive performs services. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this AgreementSection 9, and that Executive will reimburse the Company and its Affiliates for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement Section 9 if either the Company and/or any of its Affiliates prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Agreementdispute. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and ’s Affiliates will have the right to enforce all of Executive's ’s obligations to that Subsidiary or Affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, as applicable, subject including without limitation pursuant to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable lawthis Section 9.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by it. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that Executive will reimburse the Company for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Agreement. It is also agreed that the "“Company" ” as used in this Agreement refers to each of the Company's ’s Subsidiaries and Affiliates and that each of the Company's s ’s Subsidiaries and Affiliates will have the right to enforce all of Executive's ’s obligations to that Subsidiary or Affiliate under this Agreement, as applicable, subject to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable law.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, the Executive gives the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder this Section 10. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its subsidiaries and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in Section 10(b), the Executive will provide a copy of this Agreement to such entity, and such entity will acknowledge to the Company in writing that it has read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its subsidiaries and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants agrees that the Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this AgreementSection 10, and that the Executive will reimburse the Company and its subsidiaries for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement Section 10 if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this AgreementSection 10. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates ’s subsidiaries will have the right to enforce all of the Executive's ’s obligations to that Subsidiary or Affiliate subsidiary under this Agreement, as applicableincluding, subject without limitation, pursuant to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable lawthis Section 10.

Reasonableness of Covenants. In signing this Award Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Award Agreement, including the restraints imposed by it. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Award Agreement, and that Executive will reimburse the Company for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Award Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Award Agreement. It is also agreed that the "“Company" ” as used in this Award Agreement refers to each of the Company's ’s Subsidiaries and Affiliates and that each of the Company's s ’s Subsidiaries and Affiliates will have the right to enforce all of Executive's ’s obligations to that Subsidiary or Affiliate under this Award Agreement, as applicable, subject to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable law.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by it. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that Executive will reimburse the Company for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Agreement. It is also agreed that the "“Company" ” as used in this Agreement refers to each of the Company's ’s Subsidiaries and Affiliates and that each of the Company's ’s s Subsidiaries and Affiliates will have the right to enforce all of Executive's ’s obligations to that Subsidiary or Affiliate under this Agreement, as applicable, subject to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable law.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, the Executive gives the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder this Section 9. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to of subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that the Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this AgreementSection 9, and that the Executive will reimburse the Company and its affiliates for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement Section 9 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Executive challenges the reasonableness or enforceability of any of the provisions of this AgreementSection 9. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates ’s affiliates will have the right to enforce all of the Executive's ’s obligations to that Subsidiary or Affiliate affiliate under this Agreement, as applicable, subject including without limitation pursuant to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable lawthis Section 9.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder this Section. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company Group and its their trade secrets and Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that Executive is subject to the constraints in this Section, Executive will provide a copy of this Agreement (including, without limitation, this Section) to such entity, and the Company shall be entitled to share a copy of this Agreement (including, without limitation, this Section) with such entity or any other entity to which Executive performs services, and such entity shall acknowledge to the Company in writing that it has read this Agreement. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Group and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that Executive will reimburse the Company for all costs (including reasonable attorneys' fees) incurred in connection with any action to enforce any of the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this AgreementSection. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates Company Group will have the right to enforce all of Executive's ’s obligations to that Subsidiary or Affiliate affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, as applicable, subject including without limitation pursuant to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable lawthis Section.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, the Executive gives the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder this Section 10 hereof. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this AgreementSection 10, and that the Executive will reimburse the Company and its affiliates for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement Section 10 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Executive challenges the reasonableness or enforceability of any of the provisions of this AgreementSection 10. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates ’s affiliates will have the right to enforce all of the Executive's ’s obligations to that Subsidiary or Affiliate affiliate under this Agreement, as applicable, subject including without limitation pursuant to any limitation or restriction on such rights of this Section 10. The Executive acknowledges that the Subsidiary or Affiliate under applicable lawExecutive has the right to consult with counsel prior to signing this Agreement and that the Executive has had an opportunity to do so. The Executive further acknowledges that the Executive has been given at least ten (10) business days to consider whether to sign this Agreement.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive the Employee gives the Company assurance that Executive the Employee has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itherein. Executive agrees The Employee acknowledges that these the restraints set forth herein are reasonable and necessary for the reasonable and proper protection of legitimate business interests of the Company Group, including (without limitation) the protection of the Company Group’s goodwill and its the Confidential Information Information. It is agreed by the parties that if any portion of this Agreement is held to be unreasonable, arbitrary or against public policy, these covenants shall be considered to be diminishable both as to time and that geographical area, and each and every one month of the restraints is reasonable in respect to subject matter, length specific period shall be deemed a separate period of time and geographic areaeach square mile shall be deemed a separate geographical area and shall remain effective so long as the same is not otherwise unreasonable, and that these restraints, individually arbitrary or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraintsagainst public policy. Executive The Employee acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Group and that Executive the Employee has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive The Employee further covenants that Executive the Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreementherein, and that Executive the Employee will reimburse the Company for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or if Executive the Employee challenges the reasonableness or enforceability of any of the provisions of this Agreement. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates Company Group Member will have the right to enforce all of Executive's the Employee’s obligations to that Subsidiary or Affiliate such Company Group Member under this AgreementAgreement on the same terms afforded to the Company, as applicable, subject to any limitation or restriction on and that each such rights member of the Subsidiary or Affiliate under applicable lawCompany Group is expressly contemplated to be a third-party beneficiary hereunder.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive gives the Company Ultra assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder Section 6 though Section 12. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company Ultra and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to of subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Ultra and its affiliates and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that Executive will reimburse the Company Ultra and its affiliates for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or Sections 6 through Section 12 if Executive challenges the reasonableness or enforceability of any of the provisions of this AgreementSection 6 through Section 12. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates Ultra’s affiliates will have the right to enforce all of Executive's ’s obligations to that Subsidiary or Affiliate affiliate under this Agreement, as applicable, subject including without limitation pursuant to any limitation or restriction on such rights Section 6 through Section 12. Upon Executive’s material breach of the Subsidiary or Affiliate under applicable lawprovisions of Section 6 through Section 12, Executive will be required to repay the Severance Payment to Ultra.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by it. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that Executive will reimburse the Company for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Agreement. It is also agreed that the "“Company" ” as used in this Agreement refers to each of the Company's ’s Subsidiaries and Affiliates and that each of the Company's ’s s Subsidiaries and Affiliates will have the right to enforce all of Executive's ’s obligations to that Subsidiary or Affiliate under this Agreement, as applicable, subject to any limitation or restriction on the such rights of the Subsidiary or Affiliate under applicable law.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder this Section 9. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information affiliates and their trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this AgreementSection 9, and that Executive will reimburse the Company and its affiliates for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement Section 9 if either the Company prevails on and/or any material issue involved of its affiliates is the prevailing party in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this AgreementSection 9. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates ’s affiliates will have the right to enforce all of Executive's ’s obligations to that Subsidiary or Affiliate affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, as applicableincluding without limitation pursuant to this Section 9. Executive acknowledges and agrees that the restrictive covenants set forth in this Agreement are independent covenants and shall be in addition to, subject and shall not supersede or be deemed to be in lieu of, any limitation restrictive covenants set forth in any other agreement between Executive and the Company or restriction on such rights of the Subsidiary its affiliates, including, without limitation, any restrictive covenants set forth in any equity-based incentive plan or Affiliate under applicable lawgrant agreement.

Reasonableness of Covenants. In signing By executing this AgreementAgreement or re-executing it (as applicable), including by electronic means, Executive Employee gives the Company assurance that Executive Employee has carefully read and considered all of the terms and conditions of this the Agreement, including the restraints imposed by it. Executive under this Section 1 of Exhibit A. Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company Group and its their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive Employee from obtaining other suitable employment during the period in which Executive Employee is bound by the restraints. Executive Employee acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Group and that Executive Employee has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive Employee further covenants agrees that Executive Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this AgreementSection 1 of Exhibit A, and that Executive Employee will reimburse the Company Group for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability Section 1 of Exhibit A due to Employee’s breach of any of the provisions covenants set forth in this Section 1 of this Agreement. Exhibit A. It is also agreed that the "Company" as used in this Agreement refers to each member of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates Company Group will have the right to enforce all of Executive's Employee’s obligations to that Subsidiary or Affiliate applicable member under this Agreement, as applicableincluding, subject without limitation, pursuant to any limitation or restriction on such rights this Section 1 of the Subsidiary or Affiliate under applicable law.Exhibit A.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive Employee gives the Company assurance that Executive Employee has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder Sections 5, 6, 7 and 8 hereof. Executive Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information affiliates and their confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive Employee from obtaining other suitable employment during the period in which Executive Employee is bound by the restraints. Executive Employee acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that Executive Employee has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive Employee further covenants that Executive Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this AgreementSections 5, 6, 7 and 8 hereof, and that Executive Employee will reimburse the Company and its affiliates for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement Sections 5, 6, 7 and 8 hereof hereof if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Agreementdispute. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates ’s affiliates will have the right to enforce all of Executive's Employee’s obligations to that Subsidiary or Affiliate affiliate under this Agreement, as applicableincluding without limitation pursuant to Sections 5, subject to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable law6, 7 and 8 hereof.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, the Executive gives the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder this Section 9 hereof. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in Section 9(a) hereof, the Executive will provide a copy of Section 9 of this Agreement to such entity. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this AgreementSection 9, and that the Executive will reimburse the Company and its affiliates for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement Section 9 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Executive challenges the reasonableness or enforceability of any of the provisions of this AgreementSection 9. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates ’s affiliates will have the right to enforce all of the Executive's ’s obligations to that Subsidiary or Affiliate affiliate under this Agreement, including without limitation pursuant to this Section 9 so long as, as applicablepart of any such enforcement effort, subject the affiliate agrees to any limitation be directly obligated under Section 9(d) as if it were the Company. The Company acknowledges that its covenant in Section 9(d) has a unique, very substantial and immeasurable value to the Executive. The Company further covenants that it or restriction on such rights its affiliates will not challenge the reasonableness or enforceability of the Subsidiary covenants set forth in Section 9(d), and that the Company will reimburse the Executive for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce Section 9(d) if either the Executive prevails on any material issue involved in such dispute or Affiliate under applicable lawif the Company challenges the reasonableness or enforceability of any of Section 9(d).

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder this Section 9. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information Affiliates and their trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that Executive is subject to the constraints in Sections 9(b) and 9(c) hereof, Executive will provide a copy of this Agreement (including, without limitation, this Section 9) to such entity, and the Company shall be entitled to share a copy of this Agreement (including, without limitation, this Section 9) with such entity or any other entity to which Executive performs services. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that Executive will reimburse the Company for all costs (including reasonable attorneys' fees) incurred in connection with any action to enforce any of the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this AgreementSection 9. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and ’s Affiliates will have the right to enforce all of Executive's ’s obligations to that Subsidiary or Affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, as applicableincluding without limitation pursuant to this Section 9. In the event an action is filed to enforce the covenants set forth in this Section 9, subject then the prevailing party or parties in such action shall be entitled to any limitation an award of its costs, including attorneys’ fees, from the party or restriction on such rights of the Subsidiary or Affiliate under applicable lawparties not prevailing.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder this Section 7. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information affiliates and their trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this AgreementSection 7, and that Executive will reimburse the Company and its affiliates for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement Section 7 if either the Company and/or any of its affiliates prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this AgreementSection 7. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates ’s affiliates will have the right to enforce all of Executive's ’s obligations to that Subsidiary or Affiliate affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, as applicable, subject including without limitation pursuant to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable lawthis Section 7.

Reasonableness of Covenants. In signing this Award Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Award Agreement, including the restraints imposed by it. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Award Agreement, and that Executive will reimburse the Company for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Award Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Award Agreement. It is also agreed that the "“Company" ” as used in this Award Agreement refers to each of the Company's ’s Subsidiaries and Affiliates and that each of the Company's s ’s Exhibit 10.37 Subsidiaries and Affiliates will have the right to enforce all of Executive's ’s obligations to that Subsidiary or Affiliate under this Award Agreement, as applicable, subject to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable law.

Reasonableness of Covenants. In signing this Award Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Award Agreement, including the restraints imposed by it. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Award Agreement, and Exhibit 10.35 that Executive will reimburse the Company for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Award Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Award Agreement. It is also agreed that the "“Company" ” as used in this Award Agreement refers to each of the Company's ’s Subsidiaries and Affiliates and that each of the Company's s ’s Subsidiaries and Affiliates will have the right to enforce all of Executive's ’s obligations to that Subsidiary or Affiliate under this Award Agreement, as applicable, subject to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable law.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, the Executive gives the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder this Section 10 hereof. The Executive agrees that these restraints are may be necessary for the reasonable and proper protection of the Company and its Confidential Information affiliates and their trade secrets and confidential information and that each and every one of the restraints is may be reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will may not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in Section 10(b) hereof, the Executive will provide a copy of the pertinent provisions of this Agreement (including, without limitation, this Section 10) to such entity, and the Company shall be entitled to share a copy of the pertinent provisions of this Agreement (including, without limitation, this Section 10) to such entity or any other entity to which the Executive performs services. The Executive acknowledges that each of these covenants has may have a unique, very substantial and immeasurable value to the Company and its affiliates and that the Executive currently has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that Executive will reimburse the Company for all costs (including reasonable attorneys' fees) incurred in connection with any action to enforce any of the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Agreement. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates ’s affiliates will have the right to enforce all of the Executive's ’s obligations to that Subsidiary or Affiliate affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, as applicable, subject including without limitation pursuant to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable lawthis Section 10.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder Sections 5, 6, 7 or 8 hereof, and agrees that he has received sufficient consideration for the enforceability of such Sections. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information affiliates and their trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this AgreementSections 5, 6, 7 or 8 hereof, and that Executive will reimburse the Company and its affiliates for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement Sections 5, 6, 7 or 8 hereof if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this AgreementSections 5, 6, 7 or 8 hereof. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates ’s affiliates will have the right to enforce all of Executive's ’s obligations to that Subsidiary or Affiliate affiliate under this Agreement, as applicableincluding without limitation pursuant to Sections 5, subject to any limitation 6, 7 or restriction on such rights of the Subsidiary or Affiliate under applicable law8 hereof.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder this Section 11. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information affiliates and their trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that Executive will reimburse the Company for all costs (including reasonable attorneys' fees) incurred in connection with any action to enforce any of the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this AgreementSection 11. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates ’s affiliates will have the right to enforce all of Executive's ’s obligations to that Subsidiary or Affiliate affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, as applicableincluding without limitation pursuant to this Section 11. Executive acknowledges and agrees that the restrictive covenants set forth in this Agreement are independent covenants and shall be in addition to, subject and shall not supersede or be deemed to be in lieu of, any limitation restrictive covenants set forth in any other agreement between Executive and the Company or restriction on such rights of the Subsidiary or Affiliate under applicable lawits affiliates.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder this Section 8. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information Affiliates and their trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that Executive is subject to the constraints in Section 8(b) hereof, Executive will provide a copy of this Agreement (including, without limitation, this Section 8) to such entity, and the Company shall be entitled to share a copy of this Agreement (including, without limitation, this Section 8) with such entity or any other entity to which Executive performs services. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this AgreementSection 8, and that Executive will reimburse the Company and its Affiliates for all costs (including reasonable attorneys' fees) incurred in connection with any action to enforce any of the provisions of this Agreement Section 8 if either the Company and/or any of its Affiliates prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Agreementdispute. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates will have the right to enforce all of Executive's obligations to that Subsidiary or Affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, as applicable, subject including without limitation pursuant to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable lawthis Section 8.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, the Executive gives the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder this Section 9 hereof. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in Section 9(a) hereof, the Executive will provide a copy of Section 9 of this Agreement to such entity. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this AgreementSection 9, and that the Executive will reimburse the Company and its affiliates for all costs (including reasonable attorneys' ’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement Section 9 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Executive challenges the reasonableness or enforceability of any of the provisions of this AgreementSection 9. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates ’s affiliates will have the right to enforce all of the Executive's ’s obligations to that Subsidiary or Affiliate affiliate under this Agreement, as applicable, subject including without limitation pursuant to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable lawthis Section 9.

Reasonableness of Covenants. In signing this Agreement, including by electronic means, the Executive gives the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed by itunder this Section 11. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company Company, Parent and its Confidential Information Affiliates and their trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Company, Parent and Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this AgreementSection 11, and that Executive will reimburse other than in response to an attempt by the Company for all costs (including reasonable attorneys' fees) incurred in connection with any action Company, Parent or an Affiliate to enforce any of such covenants against the provisions of this Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this AgreementExecutive. It is also agreed that the "Company" as used in this Agreement refers to each of the Company's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries Parent and Affiliates will have the right to enforce all of the Executive's ’s obligations to that Subsidiary such Parent or Affiliate Affiliates under this Agreement, as applicableincluding without limitation pursuant to this Section 11. It is also agreed that nothing contained in this Section 11 shall prohibit Executive from serving on the boards of directors of non-profit organizations or other for profit companies or participating in charitable, subject to any limitation civic, educational, professional, community or restriction on such rights of the Subsidiary or Affiliate under applicable lawindustry affairs.