Stipulated Reasonableness Sample Clauses

Stipulated Reasonableness. Executive acknowledges and agrees that the nature of Executive’s position, the period of time necessary to fill Executive’s position in the event Executive’s employment is terminated, the period of time necessary to allow customers of Employer’s business to become familiar with Executive’s replacement, and the period of time necessary to cause an end to the identification between Executive and Employer in the minds of Employer’s customers and vendors, requires that the eighteen (18) month noncompetition and nonsolicitation period be imposed for the protection of Employer’s investment in its business, and that the period is reasonable and justified.
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Stipulated Reasonableness. Executive acknowledges that the nature of Executive’s position, the period of time necessary to fill Executive’s position in the event Executive’s employment is terminated, the period of time necessary to allow customers of Employer’s business to become familiar with Executive’s replacement in the event Executive’s employment is terminated, and the period of time necessary to obliterate the identification between Employer and Executive in the minds of Employer’s customers commands that the two (2) year restrictive period be imposed hereunder for the protection of Employer’s investment in its business. Executive further agrees the restrictions contained in this Agreement shall apply no matter how his employment terminates and regardless of whether the termination is voluntary or involuntary. Executive further agrees that the restrictions contained in this Agreement shall survive the termination of his employment.
Sample 1
Stipulated Reasonableness. Contractor acknowledges that the nature of its position and access to ChartHouse’s confidential information, the period of time necessary to allow clients to become familiar with ChartHouse’s replacement, and the period of time necessary to obliterate the identification between ChartHouse and Contractor in the minds of ChartHouse’s Customers commands that the twelve month noncompetition period be imposed for the protection of ChartHouse’s investment in its business. Contractor further acknowledges and agrees that the restrictions contained in this Agreement shall apply no matter how or why this Agreement terminates and shall survive termination.
Sample 1
Stipulated Reasonableness. Executive acknowledges that the nature of Executive’s position, the period of time necessary to fill Executive’s position, Executive’s access to Confidential Information, and the period of time necessary to erase the identification between Company and Executive, commands that the two (2) year non-solicitation and eighteen (18) month non-competition periods be imposed for the protection of Company’s and its parent company’s legitimate interests.
Sample 1
Stipulated Reasonableness. In the circumstances in which this Agreement was entered into, including without limitation, the payment of the Purchase Price and additional consideration and covenants agreed to by Ceridian Holding and Ceridian Canada in the Purchase Agreement, as well as the nature of Ossip’s position within the Company (prior to and post Closing), and the grant of Equity Awards, Ossip expressly acknowledges and agrees that that both the length of time and geographic scope of the restrictions contained in this Agreement are reasonable in the circumstances. Ossip further acknowledges and agrees that the covenants contained in this Agreement by Ossip are essential to the Ceridian Group, and that without the covenants set forth in this Agreement, Ceridian Holding and Ceridian Canada would not have entered into the Purchase Agreement or consummated the transaction therein contemplated, nor would the Company have extended an offer of employment to or continued the employment of Ossip, nor would Ceridian HCM Holding Inc. grant the Equity Awards to Ossip.
Sample 1
Stipulated Reasonableness. Employee acknowledges that the nature of Employee’s position, the period of time necessary to fill Employee’s position in the event Employee’s employment is terminated, the period of time necessary to allow customers of Employer’s business to become familiar with Employee’s replacement in the event Employee’s employment is terminated, and the period of time necessary to obliterate the identification between Employer and Employee in the minds of Employer’s customers, reasonably requires that the three(3) year non-competition period be imposed hereunder for the protection of Employer’s investment in its business. Employee further agrees the restrictions contained in this Agreement shall apply no matter how or why his/her employment terminates and regardless of whether the termination is voluntary or involuntary. Employee further agrees that the restrictions contained in this Agreement shall survive the termination of his/her employment.
Sample 1

Related to Stipulated Reasonableness

  • Reasonableness In the event that the provisions of this Section 10 shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.

  • Intent of the Parties; Reasonableness The Seller, Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Article Three of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the Sponsor, the Administrator nor the Issuer shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

  • Acknowledgment of Reasonableness Mr. Last Name hereby represents, warrants and acknowledges that he has carefully read and considered the provisions of this Article Four and, having done so, agrees that the restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the interests of AmeriNet, its officers, other directors and employees; consequently, in the event that any of the above-described restrictions shall be held unenforceable by any court of competent jurisdiction, Mr. Last Name hereby covenants, agrees and directs such court to substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and, Mr. Last Name hereby covenants and agrees that if so modified, the covenants contained in this Article Four shall be as fully enforceable as if they had been set forth herein directly by the Parties. In determining the nature of this limitation, Mr. Last Name hereby acknowledges, covenants and agrees that it is the intent of the Parties that a court adjudicating a dispute arising hereunder recognize that the Parties desire that this covenant not to compete be imposed and maintained to the greatest extent possible.

  • Standards for Determining Commercial Reasonableness Borrower and Silicon agree that a sale or other disposition (collectively, "sale") of any Collateral which complies with the following standards will conclusively be deemed to be commercially reasonable: (i) Notice of the sale is given to Borrower at least seven days prior to the sale, and, in the case of a public sale, notice of the sale is published at least seven days before the sale in a newspaper of general circulation in the county where the sale is to be conducted; (ii) Notice of the sale describes the collateral in general, non-specific terms; (iii) The sale is conducted at a place designated by Silicon, with or without the Collateral being present; (iv) The sale commences at any time between 8:00 a.m. and 6:00 p.m; (v) Payment of the purchase price in cash or by cashier's check or wire transfer is required; (vi) With respect to any sale of any of the Collateral, Silicon may (but is not obligated to) direct any prospective purchaser to ascertain directly from Borrower any and all information concerning the same. Silicon shall be free to employ other methods of noticing and selling the Collateral, in its discretion, if they are commercially reasonable.

  • Regulation AB Compliance; Intent of the Parties; Reasonableness The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with all reasonable requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with the Trust, each Servicer, the Trustee and each Custodian shall cooperate fully with the Depositor to deliver to the Depositor (including its assignees or designees), any and all statements, reports, certifications, records and any other information available to such party and reasonably necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to each Servicer, the Trustee and each Custodian, as applicable, reasonably believed by the Depositor to be necessary in order to effect such compliance.

  • Timeliness Time is of the essence in this Agreement.

  • Good Faith Determination The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement.

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