Common use of Reasonable Restraint Clause in Contracts

Reasonable Restraint. It is agreed by the parties hereto that the foregoing covenants in this Section 13 impose a reasonable restraint on the STOCKHOLDERS in light of the activities and business of URSI (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSI; but it is also the intent of URSI and the STOCKHOLDERS that such covenants be construed and enforced in accordance with the changing activities and business of URSI (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER who has entered into an Employment Agreement shall thereafter cease to be employed thereunder, and such STOCKHOLDER shall enter into a business or pursue other activities not in competition with URSI and/or any subsidiary thereof, or similar activities or business in locations the operation of which, under such circumstances, does not violate clause (i) of this Section 13, and in any event such new business, activities or location are not in violation of this Section 13 or of such STOCKHOLDER's obligations under this Section 13, if any, such STOCKHOLDER shall not be chargeable with a violation of this Section 13 if URSI and/or any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that it is the intent of CTS and the STOCKHOLDERS that the foregoing covenants in this Section 13 impose a reasonable restraint on the STOCKHOLDERS in light of the activities and business of URSI (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSI; but it is also the intent of URSI and the STOCKHOLDERS that such covenants be construed and enforced in accordance with the changing activities and business of URSI CTS (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER who has entered into an Employment Agreement employment agreement with CTS and/or any subsidiary thereof as set forth in Sections 8.10 and 9.12 hereto, shall thereafter cease to be employed thereunder, and such STOCKHOLDER shall enter into a business or pursue other activities not in competition with URSI CTS and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article 13 and in any event such new business, activities or location are not in violation of this Section Article 13 or of such STOCKHOLDER's obligations under this Section Article 13, if any, such STOCKHOLDER shall not be chargeable with a violation of this Section Article 13 if URSI CTS and/or any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, business (ii) course of activities activities, or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 impose a reasonable restraint on the STOCKHOLDERS in light of the activities and business of URSI HDS (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSIHDS; but it is also the intent of URSI HDS and the STOCKHOLDERS that such covenants be construed and enforced in accordance with the changing activities and business of URSI HDS (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER who has entered into an Employment Agreement shall thereafter cease to be employed thereunder, and such STOCKHOLDER shall enter into a business or pursue other activities not in competition with URSI HDS and/or any subsidiary thereof, or similar activities or business in locations the operation of which, under such circumstances, does not violate clause (i) of this Section 1313.1, and in any event such new business, activities or location are not in violation of this Section 13 or of such STOCKHOLDER's obligations under this Section 13, if any, such STOCKHOLDER shall not be chargeable with a violation of this Section 13 if URSI HDS and/or any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the foregoing covenants in this Section Article 13 impose a reasonable restraint on the STOCKHOLDERS Stockholders in light of the activities and business of URSI Clarant (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSIClarant; but it is also the intent of URSI Clarant and the STOCKHOLDERS Stockholders that such covenants be construed and enforced in accordance with the changing activities and business of URSI Clarant (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Stockholder who has entered into an Employment Agreement employment agreement with Clarant and/or any subsidiary thereof as set forth in Sections 8.10 and 9.12 hereto, shall thereafter cease to be employed thereunder, and such STOCKHOLDER Stockholder shall enter into a business or pursue other activities not in competition with URSI Clarant and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article 13 and in any event such new business, activities or location are not in violation of this Section Article 13 or of such STOCKHOLDERStockholder's obligations under this Section Article 13, if any, such STOCKHOLDER Stockholder shall not be chargeable with a violation of this Section Article 13 if URSI Clarant and/or any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, business (ii) course of activities activities, or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 10 impose a reasonable restraint on the STOCKHOLDERS Stockholders and B&B in light of the activities and business of URSI DoveBid (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSIDoveBid; but it is also the intent of URSI DoveBid, the Stockholders and the STOCKHOLDERS B&B that such covenants be construed and enforced in accordance with the changing activities and business of URSI DoveBid (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER the Stockholders who has have entered into an Employment Agreement shall thereafter cease to be employed thereunder, and such STOCKHOLDER the Stockholders shall enter into a business or pursue other activities not in competition with URSI DoveBid and/or any subsidiary thereof, or similar activities or business in locations the operation of which, under such circumstances, does not violate clause (i) of this Section 1310.1, and in any event such new business, activities or location are not in violation of this Section 13 10 or of such STOCKHOLDER's Stockholders' obligations under this Section 1310, if any, such STOCKHOLDER Stockholder shall not be chargeable with a violation of this Section 13 10 if URSI DoveBid and/or any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 10 impose a reasonable restraint on the STOCKHOLDERS Stockholders and Unidyne in light of the activities and business of URSI DoveBid (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSIDoveBid; but it is also the intent of URSI DoveBid, the Stockholders and the STOCKHOLDERS Unidyne that such covenants be construed and enforced in accordance with the changing activities and business of URSI DoveBid (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER the Stockholders who has have entered into an Employment Agreement shall thereafter cease to be employed thereunder, and such STOCKHOLDER the Stockholders shall enter into a business or pursue other activities not in competition with URSI DoveBid and/or any subsidiary thereof, or similar activities or business in locations the operation of which, under such circumstances, does not violate clause (i) of this Section 1310.1, and in any event such new business, activities or location are not in violation of this Section 13 10 or of such STOCKHOLDER's Stockholders' obligations under this Section 1310, if any, such STOCKHOLDER Stockholder shall not be chargeable with a violation of this Section 13 10 if URSI DoveBid and/or any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 Article XII impose a reasonable restraint on the STOCKHOLDERS ----------- Stockholders in light of the activities and business of URSI Compass (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSICompass; but it is also the intent of URSI Compass and the STOCKHOLDERS Stockholders that such covenants be construed and enforced in accordance with the changing activities and business of URSI Compass (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Stockholder who has entered into an Employment Agreement employment agreement with Compass and/or any subsidiary thereof as set forth herein shall thereafter cease to be employed thereunder, and such STOCKHOLDER Stockholder shall enter into a business or pursue other activities not in competition with URSI Compass and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article XII and in any event such new ----------- business, activities or location are not in violation of this Section 13 Article XII or of ----------- such STOCKHOLDERStockholder's obligations under this Section 13, if anyArticle XII, such STOCKHOLDER Stockholder shall ----------- not be chargeable with a violation of this Section 13 Article XII if URSI Compass and/or any ----------- subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the foregoing covenants in this Section Article 13 impose a reasonable restraint on the STOCKHOLDERS Stockholders in light of the activities and business of URSI Clarant (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSIClarant; but it is also the intent of URSI Clarant and the STOCKHOLDERS Stockholders that such covenants be construed and enforced in accordance with the changing activities and business of URSI Clarant (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Stockholder who has entered into an Employment Agreement employment agreement with Clarant and/or any subsidiary thereof as set forth in Sections 8.11 and 9.11 hereto, shall thereafter cease to be employed thereunder, and such STOCKHOLDER Stockholder shall enter into a business or pursue other activities not in competition with URSI Clarant and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article 13 and in any event such new business, activities or location are not in violation of this Section Article 13 or of such STOCKHOLDERStockholder's obligations under this Section Article 13, if any, such STOCKHOLDER Stockholder shall not be chargeable with a violation of this Section Article 13 if URSI Clarant and/or any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, business (ii) course of activities activities, or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the foregoing covenants in this Section Article 13 impose a reasonable restraint on the STOCKHOLDERS Members in light of the activities and business of URSI Clarant (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSIClarant; but it is also the intent of URSI Clarant and the STOCKHOLDERS Members that such covenants be construed and enforced in accordance with the changing activities and business of URSI Clarant (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Member who has entered into an Employment Agreement employment agreement with Clarant and/ thereof as set forth in Sections 8.11 and 9.11 hereto, shall thereafter cease to be employed thereunder, and such STOCKHOLDER Member shall enter into a business or pursue other activities not in competition with URSI and/or any subsidiary Clarant and/ thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article 13 and in any event such new business, activities or location are not in violation of this Section Article 13 or of such STOCKHOLDERMember's obligations under this Section Article 13, if any, such STOCKHOLDER Member shall not be chargeable with a violation of this Section Article 13 if URSI and/or any subsidiary Clarant and/ thereof shall thereafter enter the same, similar or a competitive (i) business, business (ii) course of activities activities, or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 Article XIII impose a reasonable restraint on the STOCKHOLDERS ------------ Members in light of the activities and business of URSI CenterPoint (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSICenterPoint; but it is also the intent of URSI CenterPoint and the STOCKHOLDERS Member that such covenants be construed and enforced in accordance with the changing activities and business of URSI CenterPoint (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Member who has entered into an Employment Agreement employment agreement, incentive compensation agreement or other similar agreement with CenterPoint and/or any subsidiary thereof as set forth herein shall thereafter cease to be employed thereunder, and such STOCKHOLDER Stockholder shall enter into a business or pursue other activities not in competition with URSI CenterPoint and/or any subsidiary thereof, or similar activities 57 or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article XIII and in any event such new business, activities or ------------ location are not in violation of this Section 13 Article XIII or of such STOCKHOLDERMember's ------------ obligations under this Section 13, if anyArticle XIII, such STOCKHOLDER Member shall not be chargeable with a ------------ violation of this Section 13 Article XIII if URSI CenterPoint and/or any subsidiary thereof ------------ shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 Article XII impose a reasonable restraint on the STOCKHOLDERS Leeds ----------- Xxxxxxx in light of the activities and business of URSI Compass (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSICompass; but it is also the intent of URSI Compass and the STOCKHOLDERS Leeds Xxxxxxx that such covenants be construed and enforced in accordance with the changing activities and business of URSI Compass (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Leeds Xxxxxxx who has entered into an Employment Agreement employment agreement with Compass and/or any subsidiary thereof as set forth herein shall thereafter cease to be employed thereunder, and such STOCKHOLDER individual shall enter into a business or pursue other activities not in competition with URSI Compass and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article XII and in any event such new ----------- business, activities or location are not in violation of this Section 13 Article XII or of such STOCKHOLDER's ----------- the obligations under this Section 13Article XII, if any, such STOCKHOLDER Leeds Xxxxxxx shall not be chargeable ----------- with a violation of this Section 13 Article XII if URSI Compass and/or any subsidiary thereof ----------- shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 Article XII impose a reasonable restraint on the STOCKHOLDERS Stockholders in light of the activities and business of URSI Compass (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSICompass; but it is also the intent of URSI Compass and the STOCKHOLDERS Stockholders that such covenants be construed and enforced in accordance with the changing activities and business of URSI Compass (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Stockholder who has entered into an Employment Agreement employment agreement with Compass and/or any subsidiary thereof as set forth herein shall thereafter cease to be employed thereunder, and such STOCKHOLDER Stockholder shall enter into a business or pursue other activities not in competition with URSI Compass and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article XII and in any event such new ----------- business, activities or location are not in violation of this Section 13 Article XII or of ----------- such STOCKHOLDERStockholder's obligations under this Section 13, if anyArticle XII, such STOCKHOLDER Stockholder shall ----------- not be chargeable with a violation of this Section 13 Article XII if URSI Compass and/or any ----------- subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 Article XIII impose a reasonable restraint on the STOCKHOLDERS ------------ Members in light of the activities and business of URSI CenterPoint (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSICenterPoint; but it is also the intent of URSI CenterPoint and the STOCKHOLDERS Members that such covenants be construed and enforced in accordance with the changing activities and business of URSI CenterPoint (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Member who has entered into an Employment Agreement employment agreement, incentive compensation agreement or other similar agreement with CenterPoint and/or any subsidiary thereof as set forth herein shall thereafter cease to be employed thereunder, and such STOCKHOLDER Member shall enter into a business or pursue other activities not in competition with URSI CenterPoint and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article XIII and in any event such new ------------ business, activities or location are not in violation of this Section 13 Article XIII or of ------------ such STOCKHOLDERMember's obligations under this Section 13, if anyArticle XIII, such STOCKHOLDER Member shall not be ------------ chargeable with a violation of this Section 13 Article XIII if URSI CenterPoint and/or any ------------ subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 Article XIII impose a reasonable restraint on the STOCKHOLDERS ------------ Members in light of the activities and business of URSI CenterPoint (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSICenterPoint; but it is also the intent of URSI CenterPoint and the STOCKHOLDERS Members that such covenants be construed and enforced in accordance with the changing activities and business of URSI CenterPoint (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Member who has entered into an Employment Agreement employment agreement, incentive compensation agreement or other similar agreement with CenterPoint and/or any subsidiary thereof as set forth herein shall thereafter cease to be employed thereunder, and such STOCKHOLDER Member shall enter into a business or pursue other activities not in competition with URSI CenterPoint and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article ------- XIII and in any event such new business, activities or location are not in ---- violation of this Section 13 Article XIII or of such STOCKHOLDERMember's obligations under this Section 13, if any------------ Article XIII, such STOCKHOLDER Member shall not be chargeable with a violation of this Section 13 ------------ Article XIII if URSI CenterPoint and/or any subsidiary thereof shall thereafter enter ------------ the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the foregoing covenants in this Section 13 Article XIII impose a reasonable restraint on the STOCKHOLDERS Signing Stockholders in light of the activities and business of URSI CenterPoint (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSICenterPoint; but it is also the intent of URSI CenterPoint and the STOCKHOLDERS Signing Stockholders that such covenants be construed and enforced in accordance with the changing activities and business of URSI CenterPoint (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Signing Stockholder who has entered into an Employment Agreement employment agreement, incentive compensation agreement or other similar agreement with CenterPoint and/or any subsidiary thereof as set forth herein shall thereafter cease to be employed thereunder, and such STOCKHOLDER Signing Stockholder shall enter into a business or pursue other activities not in competition with URSI CenterPoint and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article XIII and in any event such new business, activities or location are not in violation of this Section 13 Article XIII or of such STOCKHOLDERSigning Stockholder's obligations under this Section 13, if anyArticle XIII, such STOCKHOLDER Stockholder shall not be chargeable with a violation of this Section 13 Article XIII if URSI CenterPoint and/or any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 impose a reasonable restraint on the STOCKHOLDERS in light of the activities and business of URSI HDS (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSI; but it is also the intent of URSI and the STOCKHOLDERS that such covenants be construed and enforced in accordance with the changing activities and business of URSI (including the subsidiaries thereof) throughout the term of this covenantHDS. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER who has entered into an Employment Agreement shall thereafter cease to be employed thereunder, and such STOCKHOLDER shall enter into a business or pursue other activities not in competition with URSI HDS and/or any subsidiary thereof, or similar activities or business in locations the operation of which, under such circumstances, does not violate clause (i) of this Section 1313.1, and in any event such new business, activities or location are not in violation of this Section 13 or of such STOCKHOLDER's obligations under this Section 13, if any, such STOCKHOLDER shall not be chargeable with a violation of this Section 13 if URSI HDS and/or any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 Article XII impose a reasonable restraint on the STOCKHOLDERS ----------- Stockholder in light of the activities and business of URSI Compass (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSICompass; but it is also the intent of URSI Compass and the STOCKHOLDERS Stockholder that such covenants be construed and enforced in accordance with the changing activities and business of URSI Compass (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER who has entered into an Employment Agreement the Stockholder shall thereafter cease to be employed thereunderby Compass and/or a subsidiary thereof, and such STOCKHOLDER the Stockholder shall enter into a business or pursue other activities not in competition with URSI Compass and/or any subsidiary thereof, or similar activities or business in locations the operation of which, under such circumstances, does not violate clause (i) of this Section 13, Article XII and in any event such new business, activities or location are not in violation of this Section 13 Article XII or of such STOCKHOLDERthe Stockholder's obligations under this Section 13Article XII, if any, such STOCKHOLDER the Stockholder shall not be chargeable with ----------- a violation of this Section 13 Article XII if URSI Compass and/or any subsidiary thereof shall ----------- thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the foregoing covenants in this Section 13 impose a reasonable restraint on the STOCKHOLDERS individual concerned in light of the activities and business of URSI INCL (including the subsidiaries thereofits parent, affiliates or subsidiaries) on the date of the execution of this Agreement and the current plans of URSIINCL; but it is also the intent of URSI INCL and the STOCKHOLDERS that such covenants be construed and enforced in accordance with the changing activities and business of URSI INCL (including the subsidiaries thereofits parent, affiliates or subsidiaries) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER individual who has entered into an Employment Agreement employment agreement with INCL as set forth herein, shall thereafter cease to be employed thereunder, and such STOCKHOLDER individual shall enter into a business or pursue other activities not in competition with URSI and/or any subsidiary thereofINCL (or its parent, affiliates or subsidiaries), or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, and in any event such new business, activities or location are not in violation of this Section 13 or of such STOCKHOLDERindividual's obligations under this Section 13, if anySection, such STOCKHOLDER individual shall not be chargeable with a violation of this Section 13 if URSI and/or any subsidiary thereof INCL (or its parent, affiliates or subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, business (ii) course of activities activities, or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the foregoing covenants in this Section Article 13 impose a reasonable restraint on the STOCKHOLDERS Stockholders in light of the activities and business of URSI Clarant (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSIClarant; but it is also the intent of URSI Clarant and the STOCKHOLDERS Stockholders that such covenants be construed and enforced in accordance with the changing activities and business of URSI Clarant (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Stockholder who has entered into an Employment Agreement employment agreement with Clarant and/or any subsidiary thereof as set forth in Sections 8.10 and 9.12 hereto, shall thereafter cease to be employed thereunder, and such STOCKHOLDER Stockholder shall enter into a business or pursue other activities not in competition with URSI Clarant and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article 13 and in any event such new business, activities or location are not in violation of this Section Article 13 or of such STOCKHOLDERStockholder's obligations under this Section Article 13, if any, such STOCKHOLDER Stockholder shall not be chargeable with a violation of this Section Article 13 if URSI Clarant and/or any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, business (ii) course of activities activities, or (iii) location, as applicable...

Reasonable Restraint. It is agreed by the parties hereto that the foregoing covenants in this Section Article 13 impose a reasonable restraint on the STOCKHOLDERS Members in light of the activities and business of URSI Clarant (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSIClarant; but it is also the intent of URSI Clarant and the STOCKHOLDERS Members that such covenants be construed and enforced in accordance with the changing activities and business of URSI Clarant (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Member who has entered into an Employment Agreement employment agreement with Clarant and/or any subsidiary thereof as set forth in Sections 8.11 and 9.11 hereto, shall thereafter cease to be employed thereunder, and such STOCKHOLDER Member shall enter into a business or pursue other activities not in competition with URSI Clarant and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article 13 and in any event such new business, activities or location are not in violation of this Section Article 13 or of such STOCKHOLDERMember's obligations under this Section Article 13, if any, such STOCKHOLDER Member shall not be chargeable with a violation of this Section Article 13 if URSI Clarant and/or any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, business (ii) course of activities activities, or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 Article XIII impose a reasonable restraint on the STOCKHOLDERS ------------ Stockholders in light of the activities and business of URSI CenterPoint (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSICenterPoint; but it is also the intent of URSI CenterPoint and the STOCKHOLDERS Stockholders that such covenants be construed and enforced in accordance with the changing activities and business of URSI CenterPoint (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Stockholder who has entered into an Employment Agreement employment agreement, incentive compensation agreement or other similar agreement or other similar agreement with CenterPoint and/or any subsidiary thereof as set forth herein shall thereafter cease to be employed thereunder, and such STOCKHOLDER Stockholder shall enter into a business or pursue other activities not in competition with URSI CenterPoint and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article XIII and in any event such new ------------ business, activities or location are not in violation of this Section 13 Article XIII or of ------------ such STOCKHOLDERStockholder's obligations under this Section 13, if anyArticle XIII, such STOCKHOLDER Stockholder shall ------------ not be chargeable with a violation of this Section 13 Article XIII if URSI CenterPoint and/or ------------ any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 Article XIII impose a reasonable restraint on the STOCKHOLDERS ------------ Partners in light of the activities and business of URSI CenterPoint (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSICenterPoint; but it is also the intent of URSI CenterPoint and the STOCKHOLDERS Partners that such covenants be construed and enforced in accordance with the changing activities and business of URSI CenterPoint (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Partner who has entered into an Employment Agreement employment agreement, incentive compensation agreement or other similar agreement with CenterPoint and/or any subsidiary thereof as set forth herein shall thereafter cease to be employed thereunder, and such STOCKHOLDER Partner shall enter into a business or pursue other activities not in competition with URSI CenterPoint and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article XIII and in any event such new ------------ business, activities or location are not in violation of this Section 13 Article XIII or of ------------ such STOCKHOLDERPartner's obligations under this Section 13, if anyArticle XIII, such STOCKHOLDER Partner shall not be ------------ chargeable with a violation of this Section 13 Article XIII if URSI CenterPoint and/or any ------------ subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 Article XIII impose a reasonable restraint on the STOCKHOLDERS ------------ Members in light of the activities and business of URSI CenterPoint (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSICenterPoint; but it is also the intent of URSI CenterPoint and the STOCKHOLDERS Members that such covenants be construed and enforced in accordance with the changing activities and business of URSI CenterPoint (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Member who has entered into an Employment Agreement employment agreement, incentive compensation agreement or other similar agreement with CenterPoint and/or any subsidiary thereof as set forth herein shall thereafter cease to be employed thereunder, and such STOCKHOLDER Member shall enter into a business or pursue other activities not in competition with URSI CenterPoint and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article ------- XIII and in any event such new business, activities or location are not in violation of ---- this Section 13 Article XIII or of such STOCKHOLDERMember's obligations under this Section 13, if anyArticle XIII, such STOCKHOLDER ------------ ------------ Member shall not be chargeable with a violation of this Section 13 Article XIII if URSI ------------ CenterPoint and/or any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the foregoing covenants in this Section 13 Article IV impose a reasonable restraint on the STOCKHOLDERS Members in light of the activities and business of URSI Centerprise (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSICenterprise; but it is also the intent of URSI Centerprise and the STOCKHOLDERS Members that such covenants be construed and enforced in accordance with the changing activities and business of URSI Centerprise (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Member who has entered into an Employment Agreement employment agreement, incentive compensation agreement or other similar agreement with Centerprise and/or any subsidiary thereof as set forth herein shall thereafter cease to be employed thereunder, and such STOCKHOLDER Member shall enter into a business or pursue other activities not in competition with URSI Centerprise and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article IV and in any event such new business, activities or location are not in violation of this Section 13 Article IV or of such STOCKHOLDERMember's obligations under this Section 13, if anyArticle IV, such STOCKHOLDER Member shall not be chargeable with a violation of this Section 13 Article IV if URSI Centerprise and/or any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 13.1 impose a reasonable restraint on the STOCKHOLDERS ------------ Stockholders in light of the activities and business of URSI CenterPoint (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSICenterPoint; but it is also the intent of URSI CenterPoint and the STOCKHOLDERS Stockholders that such covenants be construed and enforced in accordance with the changing activities and business of URSI CenterPoint (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Stockholder who has entered into an Employment Agreement employment agreement, incentive compensation agreement or other similar agreement with CenterPoint and/or any subsidiary thereof as set forth herein shall thereafter cease to be employed thereunder, and such STOCKHOLDER Stockholder shall enter into a business or pursue other activities not in competition with URSI and/or any subsidiary thereof, or similar activities or business in locations the operation of which, under such circumstances, does not violate clause (i) of this Section 13, and in any event such new business, activities or location are not in violation of this Section 13 13.1 or of such STOCKHOLDERStockholder's obligations under this Section 13, if any------------ ------- 13.1, such STOCKHOLDER Stockholder shall not be chargeable with a violation of this Section 13 13.1 ---- ------------ if URSI CenterPoint and/or any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 Article XIII impose a reasonable restraint on the STOCKHOLDERS ------------ Stockholders in light of the activities and business of URSI CenterPoint (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSICenterPoint; but it is also the intent of URSI CenterPoint and the STOCKHOLDERS Stockholders that such covenants be construed and enforced in accordance with the changing activities and business of URSI CenterPoint (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Stockholder who has entered into an Employment Agreement employment agreement, incentive compensation agreement or other similar agreement with CenterPoint and/or any subsidiary thereof as set forth herein shall thereafter cease to be employed thereunder, and such STOCKHOLDER Stockholder shall enter into a business or pursue other activities not in competition with URSI CenterPoint and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article XIII and in any event such new ------------ business, activities or location are not in violation of this Section 13 Article XIII or of ------------ such STOCKHOLDERStockholder's obligations under this Section 13, if anyArticle XIII, such STOCKHOLDER Stockholder shall ------------ not be chargeable with a violation of this Section 13 Article XIII if URSI CenterPoint and/or ------------ any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the -------------------- foregoing covenants in this Section 13 Article XIII impose a reasonable restraint on the STOCKHOLDERS ------------ Sellers in light of the activities and business of URSI CenterPoint (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSICenterPoint; but it is also the intent of URSI CenterPoint and the STOCKHOLDERS Sellers that such covenants be construed and enforced in accordance with the changing activities and business of URSI CenterPoint (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Seller who has entered into an Employment Agreement employment agreement, incentive compensation agreement or other similar agreement with CenterPoint and/or any subsidiary thereof as set forth herein shall thereafter cease to be employed thereunder, and such STOCKHOLDER Seller shall enter into a business or pursue other activities not in competition with URSI CenterPoint and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article ------- XIII and in any event such new such Seller's obligations under this Article ---- ------- XIII, such Seller shall not be business, activities or location are not in ---- violation of this Section 13 Article XIII or of such STOCKHOLDER's obligations under this Section 13, if any, such STOCKHOLDER shall not be chargeable with a violation of this Section 13 Article ------------ ------- XIII if URSI CenterPoint and/or any subsidiary thereof shall thereafter enter the ---- same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.

Reasonable Restraint. It is agreed by the parties hereto that the foregoing covenants in this Section 13 Article XIII impose a reasonable restraint on the STOCKHOLDERS Members in light of the activities and business of URSI CenterPoint (including the subsidiaries thereof) on the date of the execution of this Agreement and the current plans of URSICenterPoint; but it is also the intent of URSI CenterPoint and the STOCKHOLDERS Members that such covenants be construed and enforced in accordance with the changing activities and business of URSI CenterPoint (including the subsidiaries thereof) throughout the term of this covenant. It is further agreed by the parties hereto that, in the event that any STOCKHOLDER Member who has entered into an Employment Agreement employment agreement, incentive compensation agreement or other similar agreement with CenterPoint and/or any subsidiary thereof as set forth herein shall thereafter cease to be employed thereunder, and such STOCKHOLDER Member shall enter into a business or pursue other activities not in competition with URSI CenterPoint and/or any subsidiary thereof, or similar activities or business in locations the operation operations of which, under such circumstances, does not violate clause (i) of this Section 13, Article XIII and in any event such new business, activities or location are not in violation of this Section 13 Article XIII or of such STOCKHOLDERMember's obligations under this Section 13, if anyArticle XIII, such STOCKHOLDER Member shall not be chargeable with a violation of this Section 13 Article XIII if URSI CenterPoint and/or any subsidiary thereof shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.