Reasonably Necessary Sample Clauses

Reasonably Necessary. The Company and the Executive agree that the Confidential Information set forth in Section 6.1 and the substantial relationships with the Company's specific prospective and existing customers and vendors: (i) are valuable, special, and a unique asset of the Company; (ii) have provided and will hereafter provide the Company with a substantial competitive advantage in the operation of its business; and (iii) are a legitimate business interest of the Company. The Company and the Executive also agree that the existence of these legitimate business interests justifies the need for the restrictive covenants set forth in this Article 2, and the restrictive covenants are reasonably necessary to protect the Company's legitimate business interests.
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Reasonably Necessary. Seller, the Shareholder and Buyer agree that there exist legitimate business interests which justify the need for the restrictive covenants set forth in this Paragraph 23, including, without limitation, (i) the Property is valuable, confidential business information and is the basis of the bargain between the parties hereto, (ii) substantial relationships with the specific prospective and existing customers of Buyer and of Seller are associated with, and are a significant part of, the Property being acquired hereby, and (iii) there exists significant customer goodwill associated with (A) the ongoing Business by way of the Computer Products, the trademarks and other intellectual property being conveyed by Seller and/or the Shareholder hereby and (B) the areas where the Buyer, and the Business of the Seller, transacts business. Seller, Shareholder and Buyer agree that the restrictive covenants set forth in this Paragraph 23 have been drafted so as to reflect the parties intent that such covenants be upheld by a court interpreting such provisions, including, without limitation, under Florida Statute 542.335(1)(d)(3).
Sample 1
Reasonably Necessary. Seller, Stockholder and Purchaser -------------------- agree that these restrictive covenants are reasonably necessary to protect Purchaser's legitimate business interests and are essential elements of this Agreement, and that, but for the Agreement of the Seller and Stockholder to comply with such covenants, the Purchaser would not have entered into this Agreement.
Sample 1

Related to Reasonably Necessary

  • Servicer Shall Provide Information as Reasonably Required The Servicer shall furnish to the Trustee, during the term of this Agreement, such periodic, special, or other reports or information, whether or not provided for herein, as shall be necessary, reasonable, or appropriate in respect to the Trustee, or otherwise in respect to the purposes of this Agreement, all such reports or information to be as provided by and in accordance with such applicable instructions and directions as the Trustee may reasonably require.

  • Medically Necessary In general, We will not Cover any dental service, procedure, treatment, test or device that We determine is not Medically Necessary. If an External Appeal Agent certified by the State overturns Our denial, however, We will Cover the service, procedure, treatment, test or device for which coverage has been denied, to the extent that such service, procedure, treatment, test or device, is otherwise Covered under the terms of this Contract.

  • Minimum Necessary BA, its agents and subcontractors shall request, use and disclose only the minimum amount of Protected Information necessary to accomplish the purpose of the request, use or disclosure. [42 U.S.C. Section 17935(b); 45 C.F.R. Section 164.514(d)] BA understands and agrees that the definition of “minimum necessary” is in flux and shall keep itself informed of guidance issued by the Secretary with respect to what constitutes “minimum necessary.”

  • No Change Necessary The form of this Warrant need not be changed because of any adjustment in the Warrant Price or in the number of shares of Warrant Stock issuable upon its exercise.

  • Reasonable Efforts/Cooperation Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

  • Assistance Registry Operator will co-­‐operate and provide reasonable assistance to ICANN and the CZDA Provider to facilitate and maintain the efficient access of zone file data by permitted users as contemplated under this Schedule.

  • Reasonable I agree and acknowledge that the time limitation on the restrictions in this paragraph, combined with the geographic scope, is reasonable. I also acknowledge and agree that this paragraph is reasonably necessary for the protection of Company’s Proprietary Information as defined in paragraph 1.2 herein, that through my employment I shall receive adequate consideration for any loss of opportunity associated with the provisions herein, and that these provisions provide a reasonable way of protecting Company’s business value which will be imparted to me. If any restriction set forth in this paragraph 4 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

  • Further Action; Reasonable Best Efforts Upon the terms and subject to the conditions hereof, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective this Agreement, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the subsidiaries as are necessary for the consummation of this Agreement.

  • Necessary Further Actions If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful and necessary action.

  • Reasonable Best Efforts; Further Assurances Subject to the terms and conditions of this Agreement, each party shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, and cooperate as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement. The parties hereto shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or reasonably desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement.