Common use of Acknowledgements; Remedies Clause in Contracts

Acknowledgements; Remedies. Seller acknowledges and agrees that (i) the covenants and agreements set forth in this Section 8.6 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, (ii) Buyer and its stakeholders would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if Seller or any of its controlled Affiliates breached the provisions of this Section 8.6, (iii) any breach of the provisions of this Section by Seller or its controlled Affiliates would result in a significant loss of goodwill by Buyer and the Company, (iv) the Purchase Price is sufficient consideration to make the covenants and agreements set forth herein enforceable, (v) the length of time, scope and geographic coverage of the covenants set forth in this Section 8.6 is reasonable given the benefits Seller will directly or indirectly receive hereunder, (vi) Seller is familiar with all the restrictive covenants contained in this Section 8.6 and is fully aware of its obligations hereunder, and (vii) Seller will not challenge the reasonableness of the time, scope, geographic coverage or other provisions of this covenants set forth in this Section 8.6 in any legal proceeding, regardless of who initiates litigation. Seller further acknowledges and agrees that irreparable injury will result to Buyer if Seller or any of its controlled Affiliates breaches any of the terms of this Section 8.6, and that in the event of an actual or threatened breach by Seller or any of its controlled Affiliates of any of the provisions contained in this Section 8.6, Buyer will have no adequate remedy at Law. Seller accordingly agrees that in the event of any actual or threatened breach by Seller or any of its controlled Affiliates of any of the provisions contained in this Section 8.6, Buyer shall be entitled to injunctive and other equitable relief without (i) the posting of any bond or other security, (ii) the necessity of showing actual damages and (iii) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall be construed as prohibiting Buyer from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. Seller shall cause its controlled Affiliates to comply with this Section 8.6, and shall be liable for any breach by any of its controlled Affiliates of this Section 8.6. In the event of a breach or violation by Seller or any of its controlled Affiliates of this Section 8.6, the Term with respect to Seller shall be extended by a period of time equal to the period of time during which such Person violates the terms of this Section 8.6.

Acknowledgements; Remedies. Without derogating the provisions of Section 5.15(b), each Seller and/or Mr. [*****] acknowledges and agrees that (i) the covenants and agreements set forth in this Section 8.6 5.15 were a material inducement to the Buyer to enter into this Agreement and to perform its obligations hereunder, (ii) the Buyer and its stakeholders would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if the Seller or any of its controlled Affiliates breached the provisions any provision of this Section 8.65.15, (iii) any breach of the provisions any provision of this Section 5.15 by Seller the Seller, Mr. [*****] or its controlled Affiliates the Stockholder Representative or any of their respective Affiliates, as applicable, would result in a significant loss of goodwill by the Buyer and the Company, (iv) the Purchase Price Upfront Payment and the Upfront Shares is sufficient consideration to make the covenants and agreements set forth herein enforceable, (v) the length of time, scope and geographic coverage of the covenants set forth in this Section 8.6 5.15 is reasonable given the benefits each Seller and/or Mr. [*****] will directly or indirectly receive hereunder, and (vi) Seller is familiar with all the restrictive covenants contained in this Section 8.6 and is fully aware of its obligations hereunderand/or Mr. [*****], and (vii) Seller will as applicable, shall not challenge the reasonableness of the time, scope, geographic coverage or other provisions of this covenants set forth in this Section 8.6 5.15 in any legal proceedingProceeding, regardless of who initiates litigationsuch Proceeding. Each Seller further acknowledges and agrees that irreparable injury will result to Buyer if Seller or any of its controlled Affiliates breaches any of the terms of this Section 8.6, and that in the event of an actual or threatened breach by Seller or any of its controlled Affiliates of any of the provisions contained in this Section 8.6, Buyer will have no adequate remedy at Law. Seller accordingly and/or Mr. [*****] agrees that in the event of any actual or threatened breach by the Seller and/or Mr. [*****] or any of its controlled Affiliates their respective Affiliates, as applicable, of any of the provisions contained in this Section 8.65.15, the Buyer shall will be entitled to injunctive and other equitable relief without (iA) the posting of any bond or other security, (iiB) the necessity of showing proving actual damages and (iiiC) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall will be construed as prohibiting the Buyer from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. Each Seller shall and/or Mr. [*****], as applicable, will cause each of its controlled Affiliates to comply with this Section 8.65.15, and shall will be liable for any breach by any of its controlled Affiliates of this Section 8.65.15. In the event of a breach or violation by a Seller and/or Mr. [*****] or any of its controlled Affiliates their respective Affiliates, as applicable, of this Section 8.65.15, the Term relevant period for such covenant with respect to the Seller shall and/or Mr. [*****], as applicable, will be extended by a period of time equal to the period of time during which such Person violates the terms of this Section 8.65.15. Each Seller and/or Mr. [*****], as applicable, acknowledges and agrees that (i) it has had an opportunity to review with its, his or her own tax advisors the tax consequences of the sale of the Shares and the transactions contemplated by this Agreement. Each Seller understands that it, he or she must rely solely on its, his or her advisors and not on any statements or representations made by Xxxxx, the Company or any of their lawyers, advisors, agents or representatives. Each Seller shall be responsible for such Seller’s tax liability for Seller that may arise as a result of the acquisition of the Shares, or the transactions contemplated by this Agreement, and (ii) All information provided, or to be provided, to Buyer, the Paying Agent or to any Governmental Entity, by or on behalf of such Seller for purposes of enabling Buyer, the applicable Paying Agent or the Governmental Entity to determine the amount of Tax to be deducted and withheld, if any, from the consideration payable to such Seller pursuant to this Agreement and for the ITA to issue a Withholding Tax Certification is and will be accurate and complete when provided.

Acknowledgements; Remedies. Seller and each Key Owner hereby acknowledges and agrees that (i) the covenants and agreements set forth in this Section 8.6 5.7 were a material inducement to Buyer Purchaser to enter into this Agreement and to perform its obligations hereunder, (ii) Buyer Purchaser, any Purchaser Designees and its stakeholders their Affiliates would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if Seller or any Key Owner or any of its controlled their respective Affiliates breached the provisions any provision of this Section 8.65.7, (iii) any breach of the provisions any provision of this Section 5.7 by Seller or its controlled any Key Owner or any of their respective Affiliates would result in a significant loss of goodwill by Buyer Purchaser and the CompanyBusiness, (iv) the Purchase Price is sufficient consideration to make the covenants and agreements set forth herein enforceable, (v) the length of time, scope and geographic coverage of the covenants set forth in this Section 8.6 5.7 is reasonable given the benefits Seller and the Key Owners will directly or indirectly receive hereunder, (vi) Seller is and each Key Owner are familiar with all the restrictive covenants contained in this Section 8.6 5.7 and is are fully aware of its obligations hereunder, and (vii) Seller and each Key Owner will not (individually or together) challenge the reasonableness of the time, scope, geographic coverage or other provisions of this covenants set forth in this Section 8.6 5.7 in any legal proceedingProceeding, regardless of who initiates litigationsuch Proceeding. If any provision of this Section 5.7 relating to the length of time, scope or geographic coverage shall be declared by a court of competent jurisdiction or arbitrator to exceed the maximum length of time, scope geographic coverage, as applicable, under applicable Law, said length of time, scope or geographic coverage shall be deemed to be, and thereafter shall become, the maximum length of time, scope or geographic coverage that such court or arbitrator deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and restated to reflect such determination. Seller and each Key Owner further acknowledges and agrees that irreparable injury will result to Buyer Purchaser or any Purchaser Designees if Seller or any Key Owner or any of its controlled their respective Affiliates breaches any of the terms of this Section 8.65.7, and that in the event of an actual or threatened breach by Seller or any Key Owner or any of its controlled their respective Affiliates of any of the provisions contained in this Section 8.65.7, Buyer Purchaser or any Purchaser Designees will have no adequate remedy at Law. Seller and each Key Owner accordingly agrees agree that in the event of any actual or threatened breach by Seller or any Key Owner or any of its controlled their respective Affiliates of any of the provisions contained in this Section 8.65.7, Buyer Purchaser or the applicable Purchaser Designee shall be entitled to injunctive and other equitable relief without (iA) the posting of any bond or other security, (iiB) the necessity of showing proving actual damages and (iiiC) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall be construed as prohibiting Buyer Purchaser or any Purchaser Designee from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. Seller and each Key Owner shall cause its controlled their respective Affiliates to comply with this Section 8.65.7, and shall be liable for any breach by any of its controlled their respective Affiliates of this Section 8.65.7. In the event of a breach or violation by Seller or any Key Owner or any of its controlled their respective Affiliates of this Section 8.65.7, the Term Restricted Period with respect to Seller such party shall be extended by a period of time equal to the period of time during which such Person violates the terms of this Section 8.65.7; provided, however, that such extension shall be for a maximum of one year. Notwithstanding the foregoing, as used in this Section 5.7, the term Affiliates does not include any passive investor or limited partner of any Key Owner.

Acknowledgements; Remedies. Each Seller acknowledges and agrees that that: (i) the Sellers, together with the employees of the Acquired Companies, have over many years devoted substantial time, effort and resources to developing the trade secrets and other confidential and proprietary information of the Acquired Companies as well as the goodwill and established relationships of the Acquired Companies with clients, suppliers, employees and others doing business with the Acquired Companies; (ii) that such goodwill and established relationships, trade secrets and other information are vital to the successful conduct of the business of the Acquired Companies in the foreseeable future; (iii) that the Acquired Companies, in the furtherance of the business, have in the past provided Seller with the opportunity and support necessary to allow the Seller to establish personal and professional relationships with clients, suppliers, employees and others having business relationships with the Acquired Companies and afforded the Seller access to the trade secrets and other confidential and proprietary information of the Acquired Companies; (iv) that because of the opportunities and support so provided to the Seller and because of the Seller’s access to the confidential information and trade secrets of the Acquired Companies, the Seller would be in a unique position to divert business from the Acquired Companies and to cause irreparable damage to the Acquired Companies were the Seller to be allowed to compete with the Acquired Companies or to commit any of the other acts prohibited in this Section 6.3; (v) the covenants and agreements set forth in this Section 8.6 6.3 were a material inducement to Buyer Acquiror to enter into this Agreement and to perform its obligations hereunder, ; (ii) Buyer vi)Acquiror and its stakeholders would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties parties if such Seller or any of its controlled Affiliates breached the any provisions of this Section 8.6, 6.3; (iiivii) any breach of the any provisions of this Section 6.3 by such Seller or its controlled Affiliates would result in a significant loss of goodwill by Buyer Acquiror and the Company, Acquired Companies; (ivviii) the Purchase Price is sufficient consideration to make the covenants and agreements set forth herein enforceable; (ix) if such Seller is an individual, the covenants set forth in this Section 6.3 will not interfere with their ability to earn a living; (vx) the length of time, scope and geographic coverage of the covenants set forth in this Section 8.6 6.3 is reasonable given the benefits such Seller will directly or indirectly receive hereunder, ; (vixi) such Seller is familiar with all the restrictive covenants contained in this Section 8.6 and is fully aware of its obligations hereunder, and (vii) Seller will not challenge the reasonableness of the time, scope, geographic coverage or other provisions of this covenants set forth in this Section 8.6 in any legal proceeding, regardless of who initiates litigation. Seller further acknowledges and agrees that irreparable injury will result to Buyer if Seller or any of its controlled Affiliates breaches any of the terms of this Section 8.6, and that in the event of an actual or threatened breach by Seller or any of its controlled Affiliates of any of the provisions contained in this Section 8.6, Buyer will have no adequate remedy at Law. Seller accordingly agrees that in the event of any actual or threatened breach by Seller or any of its controlled Affiliates of any of the provisions contained in this Section 8.6, Buyer shall be entitled to injunctive and other equitable relief without (i) the posting of any bond or other security, (ii) the necessity of showing actual damages and (iii) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall be construed as prohibiting Buyer from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. Seller shall cause its controlled Affiliates to comply with this Section 8.6, and shall be liable for any breach by any of its controlled Affiliates of this Section 8.6. In the event of a breach or violation by Seller or any of its controlled Affiliates of this Section 8.6, the Term with respect to Seller shall be extended by a period of time equal to the period of time during which such Person violates the terms of this Section 8.6.49

Acknowledgements; Remedies. Each Seller acknowledges and agrees that (i) the covenants and agreements set forth in this Section 8.6 5.8 were a material inducement to the Buyer to enter into this Agreement and to perform its obligations hereunder, (ii) the Buyer and its stakeholders would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if the Seller or any of its controlled Affiliates breached the provisions any provision of this Section 8.65.8(a)5.8, (iii) any breach of the provisions any provision of this Section 5.8 by the Seller or its controlled the Stockholder Representative or any of their respective Affiliates would result in a significant loss of goodwill by the Buyer and the Company, (iv) the Purchase Price Consideration is sufficient consideration to make the covenants and agreements set forth herein enforceable, (v) the length of time, scope and geographic coverage of the covenants set forth in this Section 8.6 5.8 is reasonable given the benefits each Seller will directly or indirectly receive hereunder, and (vi) Seller is familiar with all the restrictive covenants contained in this Section 8.6 and is fully aware of its obligations hereunder, and (vii) Seller will shall not challenge the reasonableness of the time, scope, geographic coverage or other provisions of this covenants set forth in this Section 8.6 5.8(a)5.8 in any legal proceedingProceeding, regardless of who initiates litigationsuch Proceeding. Each Seller further acknowledges and agrees that irreparable injury will result to Buyer if Seller or any of its controlled Affiliates breaches any of the terms of this Section 8.6, and that in the event of an actual or threatened breach by Seller or any of its controlled Affiliates of any of the provisions contained in this Section 8.6, Buyer will have no adequate remedy at Law. Seller accordingly agrees that in the event of any actual or threatened breach by the Seller or any of its controlled their respective Affiliates of any of the provisions contained in this Section 8.65.8(a)5.8, the Buyer shall will be entitled to injunctive and other equitable relief without (iA) the posting of any bond or other security, (iiB) the necessity of showing proving actual damages and (iiiC) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall will be construed as prohibiting the Buyer from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. Each Seller shall will cause each of its controlled Affiliates to comply with this Section 8.65.8(a)5.8, and shall will be liable for any breach by any of its controlled Affiliates of this Section 8.65.8(a)5.8. In the event of a breach or violation by a Seller or any of its controlled their respective Affiliates of this Section 8.65.8(a)5.8, the Term Restricted Period with respect to the Seller shall will be extended by a period of time equal to the period of time during which such Person violates the terms of this Section 8.65.8(a)5.8.

Acknowledgements; Remedies. The Seller acknowledges and agrees that (i) the covenants and agreements set forth in this Section 8.6 ‎5.15 were a material inducement to the Buyer and Parent to enter into this Agreement and to perform its their obligations hereunder, (ii) Buyer the Buyer, Parent and its their respective stakeholders would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if the Seller or any of its controlled Affiliates breached the provisions any provision of this Section 8.6‎5.15, (iii) any breach of the provisions any provision of this Section ‎5.15 by the Seller or any of its controlled respective Affiliates would result in a significant loss of goodwill by Buyer the Buyer, Parent and the Company, (iv) the Purchase Price Consideration is sufficient consideration to make the covenants and agreements set forth herein enforceable, (v) the length of time, scope and geographic coverage of the covenants set forth in this Section 8.6 ‎5.15 is reasonable given the benefits the Seller will directly or indirectly receive hereunder, and (vi) Seller is familiar with all the restrictive covenants contained in this Section 8.6 and is fully aware of its obligations hereunder, and (vii) The Seller will not challenge the reasonableness of the time, scope, geographic coverage or other provisions of this covenants set forth in this Section 8.6 ‎5.15(a)‎5.15 in any legal proceedingProceeding, regardless of who initiates litigationsuch Proceeding. The Seller further acknowledges and agrees that irreparable injury will result to Buyer if Seller or any of its controlled Affiliates breaches any of the terms of this Section 8.6, and that in the event of an actual or threatened breach by Seller or any of its controlled Affiliates of any of the provisions contained in this Section 8.6, Buyer will have no adequate remedy at Law. Seller accordingly agrees agree that in the event of any actual or threatened breach by the Seller or any of its controlled respective Affiliates of any of the provisions contained in this Section 8.6‎5.15(a)‎5.15, the Buyer shall will be entitled to injunctive and other equitable relief without (iA) the posting of any bond or other security, (iiB) the necessity of showing proving actual damages and (iiiC) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall will be construed as prohibiting the Buyer or Parent or any of their respective Affiliates from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. The Seller shall will cause each of its controlled Affiliates to comply with this Section 8.6‎5.15, and shall will be liable for any breach by any of its controlled Affiliates of this Section 8.6‎5.15(a)‎5.15. In the event of a breach or violation by the Seller or any of its controlled respective Affiliates of this Section 8.6‎5.15(a)‎5.15, the Term Restricted Period with respect to the Seller shall will be extended by a period of time equal to the period of time during which such Person violates the terms of this Section 8.6‎5.15(a)5.15.

Acknowledgements; Remedies. Seller acknowledges and agrees that (i) the covenants and agreements set forth in this Section 8.6 6.05 were a material inducement to Buyer Purchaser to enter into this Agreement and to perform its obligations hereunder, (ii) Buyer Purchaser and its stakeholders Affiliates would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if Seller or any of its controlled Affiliates breached the provisions any provision of this Section 8.66.05, (iii) any breach of the provisions any provision of this Section 6.05 by Seller or any of its controlled Affiliates would result in a significant loss of goodwill by Buyer Purchaser and the Company, (iv) the Purchase Price is sufficient consideration to make the covenants and agreements set forth herein enforceable, (v) the length of time, scope and geographic coverage of the covenants set forth in this Section 8.6 6.05 is reasonable given the benefits Seller will directly or indirectly receive hereunder, (vi) Seller is familiar with all the restrictive covenants contained in this Section 8.6 6.05 and is fully aware of its obligations hereunder, and (vii) Seller will not challenge the reasonableness of the time, scope, geographic coverage or other provisions of this covenants set forth in this Section 8.6 6.05 in any legal proceedingProceeding, regardless of who initiates litigationsuch Proceeding. If any provision of this Section 6.05 relating to the length of time, scope or geographic coverage shall be declared by a court of competent jurisdiction or arbitrator to exceed the maximum length of time, scope geographic coverage, as applicable, under applicable Law, said length of time, scope or geographic coverage shall be deemed to be, and thereafter shall become, the maximum length of time, scope or geographic coverage that such court or arbitrator deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and restated to reflect such determination. Seller further acknowledges and agrees that irreparable injury will result to Buyer Purchaser if Seller or any of its controlled Affiliates breaches any of the terms of this Section 8.6, 6.05 and that in the event of an actual or threatened breach by Seller or any of its controlled Affiliates of any of the provisions contained in this Section 8.66.05, Buyer Purchaser will have no adequate remedy at Law. Seller accordingly agrees that in the event of any actual or threatened breach by Seller or any of its controlled Affiliates of any of the provisions contained in this Section 8.66.05, Buyer Purchaser shall be entitled to injunctive and other equitable relief without (iA) the posting of any bond or other security, (iiB) the necessity of showing proving actual damages and or (iiiC) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall be construed as prohibiting Buyer Purchaser from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. Seller shall cause its controlled Affiliates to comply with this Section 8.66.05, and shall be liable for any breach by any of its controlled Affiliates of this Section 8.66.05. In the event of a breach or violation by Seller or any of its controlled Affiliates of this Section 8.66.05, the Term Restricted Period with respect to Seller such party shall be extended by a period of time equal to the period of time during which such Person violates the terms of this Section 8.66.05.

Acknowledgements; Remedies. Seller and Founder each acknowledges and agrees that (i) the covenants and agreements set forth in this Section 8.6 5.7 were a material inducement to Buyer Purchaser to enter into this Agreement and to perform its obligations hereunder, (ii) Buyer Purchaser and its stakeholders their Affiliates would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if Founder or Seller or any of its controlled their respective Affiliates breached the provisions any provision of this Section 8.65.7, (iii) any breach of the provisions any provision of this Section 5.7 by Founder or Seller or its controlled any of their respective Affiliates would result in a significant loss of goodwill by Buyer Purchaser and the CompanyBusiness, (iv) the Purchase Price is sufficient consideration to make the covenants and agreements set forth herein enforceable, (v) the length of time, scope and geographic coverage of the covenants set forth in this Section 8.6 5.7 is reasonable given the benefits Founder and Seller will directly or indirectly receive hereunder, (vi) Founder and Seller is are familiar with all the restrictive covenants contained in this Section 8.6 5.7 and is are fully aware of its obligations hereunder, and (vii) Founder and Seller will not challenge the reasonableness of the time, scope, geographic coverage or other provisions of this covenants set forth in this Section 8.6 5.7 in any legal proceedingProceeding, regardless of who initiates litigationsuch Proceeding. If any provision of this Section 5.7 relating to the length of time, scope or geographic coverage shall be declared by a court of competent jurisdiction or arbitrator to exceed the maximum length of time, scope geographic coverage, as applicable, under applicable Law, said length of time, scope or geographic coverage shall be deemed to be, and thereafter shall become, the maximum length of time, scope or geographic coverage that such court or arbitrator deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and restated to reflect such determination. Each of Founder and Seller further acknowledges acknowledge and agrees agree that irreparable injury will result to Buyer Purchaser if Founder or Seller or any of its controlled their respective Affiliates breaches any of the terms of this Section 8.65.7, and that in the event of an actual or threatened breach by Founder or Seller or any of its controlled their respective Affiliates of any of the provisions contained in this Section 8.65.7, Buyer Purchaser will have no adequate remedy at Law. Each of Founder and Seller accordingly agrees agree that in the event of any actual or threatened breach by Founder or Seller or any of its controlled their respective Affiliates of any of the provisions contained in this Section 8.65.7, Buyer Purchaser shall be entitled to injunctive and other equitable relief without (iA) the posting of any bond or other security, (iiB) the necessity of showing proving actual damages and (iiiC) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall be construed as prohibiting Buyer Purchaser from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. Each of Founder and Seller shall cause its controlled their respective Affiliates to comply with this Section 8.65.7, and shall be liable for any breach by any of its controlled their respective Affiliates of this Section 8.65.7. In the event of a breach or violation by Founder or Seller or any of its controlled their respective Affiliates of this Section 8.65.7, the Term Restricted Period with respect to Seller such party shall be extended by a period of time equal to the period of time during which such Person violates the terms of this Section 8.65.7.

Acknowledgements; Remedies. Each of Seller and Parent acknowledges and agrees that (i) the covenants and agreements set forth in this Section 8.6 6.12 were a material inducement to Buyer Purchaser to enter into this Agreement and to perform its obligations hereunder, (ii) Buyer Purchaser and its stakeholders would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties parties hereto if Seller Seller, Parent or any of its controlled Affiliates their respective Subsidiaries breached the any provisions of this Section 8.6, 6.12 (iii) any breach of the provisions of this Section by Seller or its controlled Affiliates would result in a significant loss of goodwill by Buyer and the Company, (iv) the Purchase Price is sufficient consideration to make the covenants and agreements set forth herein enforceable, (viv) the length of time, time and scope and geographic coverage of the covenants set forth in this Section 8.6 is 6.12 are reasonable given the benefits Seller and Parent will directly or indirectly receive hereunder, (viv) each of Seller is and Parent are familiar with all the restrictive covenants non-solicitation provisions contained in this Section 8.6 6.12 and is are fully aware of its their respective obligations hereunder, and (viivi) neither Seller nor Parent will not challenge the reasonableness of the time, scope, geographic coverage scope or other provisions of this covenants set forth in this Section 8.6 6.12 in any legal proceedingProceeding, regardless of who initiates litigationsuch Proceeding. Each of Seller and Parent further acknowledges and agrees that irreparable injury will would result to Buyer Purchaser if Seller Seller, Parent or any of its controlled Affiliates their respective Subsidiaries breaches any of the terms of this Section 8.66.12, and that in the event of an actual or threatened breach by Seller Seller, Parent or any of its controlled Affiliates their respective Subsidiaries of any of the provisions contained in this Section 8.66.12, Buyer will Purchaser may have no adequate remedy at Law. Seller accordingly agrees that in the event of any actual or threatened breach by Seller or any of its controlled Affiliates of any of the provisions contained in this Section 8.6, Buyer shall be entitled to injunctive and other equitable relief without (i) the posting of any bond or other security, (ii) the necessity of showing actual damages and (iii) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall be construed as prohibiting Buyer from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. Seller shall cause its controlled Affiliates to comply with this Section 8.6, and shall be liable for any breach by any of its controlled Affiliates of this Section 8.6. In the event of a breach or violation by Seller or any of its controlled Affiliates of this Section 8.6, the Term with respect to Seller shall be extended by a period of time equal to the period of time during which such Person violates the terms of this Section 8.6.44

Acknowledgements; Remedies. The Seller acknowledges and agrees that (i) the covenants and agreements set forth in this Section 8.6 7.1 were a material inducement to the Buyer to enter into this Agreement and to perform its obligations hereunder, (ii) the Buyer and its stakeholders would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties parties hereto if the Seller or any of its controlled Affiliates their respective affiliates breached the provisions of this Section 8.67.1, (iii) any breach of the provisions of this Section 7.1 by the Seller or any of its controlled Affiliates respective affiliates would result in a significant loss of goodwill by Buyer and the CompanyBuyer, (iv) the Purchase Price consideration paid by the Buyer to the Seller hereunder is sufficient consideration to make the covenants and agreements set forth herein enforceableenforceable , (v) the length of time, scope and geographic coverage of the covenants set forth in this Section 8.6 7.1 is reasonable given the benefits the Seller will directly or indirectly receive hereunder, (vi) the Seller is familiar with all the restrictive covenants contained in this Section 8.6 7.l and is fully aware of its obligations hereunder, and (vii) the Seller will not challenge the reasonableness of the time, scope, geographic coverage or other provisions of this covenants set forth in this Section 8.6 7.1 in any legal proceeding, regardless of who initiates litigationsuch proceeding. The Seller further acknowledges and agrees that irreparable injury will result to the Buyer if the Seller or any of its controlled Affiliates affiliates breaches any of the terms of this Section 8.67.1, and that in the event of an actual or threatened breach by the Seller or any of its controlled Affiliates affiliates of any of the provisions contained in this Section 8.67.1, the Buyer will have no adequate remedy at Lawlaw. The Seller accordingly agrees that in the event of any actual or threatened breach by the Seller or any of its controlled Affiliates affiliates of any of the provisions contained in this Section 8.67.1, the Buyer shall be entitled to injunctive and other equitable relief without (i) the posting of any bond or other security, (ii) the necessity of showing actual damages and (iii) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall be construed as prohibiting the Buyer from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. The Seller shall cause its controlled Affiliates affiliates to comply with this Section 8.67.1, and shall be liable for any breach by any of its controlled Affiliates affiliates of this Section 8.67.1. In the event of a breach or violation by the Seller or any of its controlled Affiliates affiliates of this Section 8.67.1, the Term with respect to Seller shall be extended by a period of time equal to the period of time during which such Person person or entity violates the terms of this Section 8.67.1.

Acknowledgements; Remedies. Each Seller acknowledges and agrees that (i) the covenants and agreements set forth in this Section 8.6 5.13 were a material inducement to the Buyer to enter into this Agreement and to perform its obligations hereunder, (ii) the Buyer and its stakeholders would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if the Seller or any of its controlled Affiliates breached the provisions any provision of this Section 8.65.13, (iii) any breach of the provisions any provision of this Section 5.13 by the Seller or its controlled the Stockholder Representative or any of their respective Affiliates would result in a significant loss of goodwill by the Buyer and the Company, (iv) the Purchase Price Consideration is sufficient consideration to make the covenants and agreements set forth herein enforceable, (v) the length of time, scope and geographic coverage of the covenants set forth in this Section 8.6 5.13 is reasonable given the benefits each Seller will directly or indirectly receive hereunder, and (vi) Seller is familiar with all the restrictive covenants contained in this Section 8.6 and is fully aware of its obligations hereunder, and (vii) Seller will shall not challenge the reasonableness of the time, scope, geographic coverage or other provisions of this covenants set forth in this Section 8.6 5.13 in any legal proceedingProceeding, regardless of who initiates litigationsuch Proceeding. Each Seller further acknowledges and agrees that irreparable injury will result to Buyer if Seller or any of its controlled Affiliates breaches any of the terms of this Section 8.6, and that in the event of an actual or threatened breach by Seller or any of its controlled Affiliates of any of the provisions contained in this Section 8.6, Buyer will have no adequate remedy at Law. Seller accordingly agrees that in the event of any actual or threatened breach by the Seller or any of its controlled their respective Affiliates of any of the provisions contained in this Section 8.65.13, the Buyer shall will be entitled to injunctive and other equitable relief without (iA) the posting of any bond or other security, (iiB) the necessity of showing proving actual damages and (iiiC) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall will be construed as prohibiting the Buyer from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. Each Seller shall will cause each of its controlled Affiliates to comply with this Section 8.65.13, and shall will be liable for any breach by any of its controlled Affiliates of this Section 8.65.13. In the event of a breach or violation by a Seller or any of its controlled their respective Affiliates of this Section 8.65.13, the Term Restricted Period with respect to the Seller shall will be extended by a period of time equal to the period of time during which such Person violates the terms of this Section 8.65.13.

Acknowledgements; Remedies. The Seller acknowledges and agrees that (i) the covenants and agreements set forth in this Section 8.6 7.1 were a material inducement to the Buyer to enter into this Agreement and to perform its obligations hereunder, (ii) the Buyer and its stakeholders would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties parties hereto if the Seller or any of its controlled Affiliates their respective affiliates breached the provisions of this Section 8.67.1, (iii) any breach of the provisions of this Section 7.1 by the Seller or any of its controlled Affiliates respective affiliates would result in a significant loss of goodwill by Buyer and the CompanyBuyer, (iv) the Purchase Price consideration paid by the Buyer to the Seller hereunder is sufficient consideration to make the covenants and agreements set forth herein enforceable, (v) the length of time, scope and geographic coverage of the covenants set forth in this Section 8.6 7.1 is reasonable given the benefits the Seller will directly or indirectly receive hereunder, (vi) the Seller is familiar with all the restrictive covenants contained in this Section 8.6 7.1 and is fully aware of its obligations hereunder, and (vii) the Seller will not challenge the reasonableness of the time, scope, geographic coverage or other provisions of this covenants set forth in this Section 8.6 7.1 in any legal proceeding, regardless of who initiates litigationsuch proceeding. The Seller further acknowledges and agrees that irreparable injury will result to the Buyer if the Seller or any of its controlled Affiliates affiliates breaches any of the terms of this Section 8.67.1, and that in the event of an actual or threatened breach by the Seller or any of its controlled Affiliates affiliates of any of the provisions contained in this Section 8.67.1, the Buyer will have no adequate remedy at Lawlaw. The Seller accordingly agrees that in the event of any actual or threatened breach by the Seller or any of its controlled Affiliates affiliates of any of the provisions contained in this Section 8.67.1, the Buyer shall be entitled to injunctive and other equitable relief without (i) the posting of any bond or other security, (ii) the necessity of showing actual damages and (iii) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall be construed as prohibiting the Buyer from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. The Seller shall cause its controlled Affiliates affiliates to comply with this Section 8.67.1, and shall be liable for any breach by any of its controlled Affiliates affiliates of this Section 8.67.1. In the event of a breach or violation by the Seller or any of its controlled Affiliates affiliates of this Section 8.67.1, the Term with respect to Seller shall be extended by a period of time equal to the period of time during which such Person person or entity violates the terms of this Section 8.67.1.

Acknowledgements; Remedies. Each Seller Party acknowledges and agrees that (i) the covenants and agreements set forth in this Section 8.6 7.1 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, (ii) Buyer and its stakeholders would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if such Seller Party or any of its controlled Affiliates breached the provisions of this Section 8.67.1, (iii) any breach of the provisions of this Section 7.1 by such Seller Party or its controlled Affiliates would result in a significant loss of goodwill by Buyer and the CompanyBusiness, (iv) the Purchase Price is sufficient consideration to make the covenants and agreements set forth herein enforceable, (v) if such Seller Party is an individual, the covenants set forth in this Section 7.1 will not interfere with his or her ability to earn a living, (vi) the length of time, scope and geographic coverage of the covenants set forth in this Section 8.6 7.1 is reasonable given the benefits such Seller Party will directly or indirectly receive hereunder, (vivii) such Seller Party is familiar with all the restrictive covenants contained in this Section 8.6 7.1 and is fully aware of its obligations hereunder, and (viiviii) such Seller Party will not challenge the reasonableness of the time, scope, geographic coverage or other provisions of this covenants set forth in this Section 8.6 7.1 in any legal proceedingProceeding, regardless of who initiates litigationsuch Proceeding. Each Seller Party further acknowledges and agrees that irreparable injury will result to Buyer if such Seller Party or any of its controlled Affiliates breaches any of the terms of this Section 8.67.1, and that in the event of an actual or threatened breach by such Seller Party or any of its controlled Affiliates of any of the provisions contained in this Section 8.67.1, Buyer will have no adequate remedy at Law. Each Seller Party accordingly agrees that in the event of any actual or threatened breach by such Seller Party or any of its controlled Affiliates of any of the provisions contained in this Section 8.67.1, Buyer shall be entitled to injunctive and other equitable relief without (i) the posting of any bond or other security, (ii) the necessity of showing actual damages and (iii) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall be construed as prohibiting Buyer from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. Each Seller Party shall cause its controlled Affiliates to comply with this Section 8.67.1, and shall be liable for any breach by any of its controlled Affiliates of this Section 8.67.1. In the event of a breach or violation by any Seller Party or any of its controlled Affiliates of this Section 8.67.1, the Term with respect to such Seller Party shall be extended by a period of time equal to the period of time during which such Person violates the terms of this Section 8.67.1.

Acknowledgements; Remedies. Seller acknowledges Sellers and agrees Helix acknowledge and agree that (i) the covenants and agreements set forth in this Section 8.6 7.1 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, (ii) Buyer and its stakeholders would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if Seller Sellers, Helix or any of its controlled their Affiliates breached the provisions of this Section 8.67.1, (iii) any breach of the provisions of this Section 7.1 by Seller Sellers, Helix or its controlled any of their Affiliates would result in a significant loss of goodwill by Buyer and the CompanyBusiness, (iv) the Purchase Price is sufficient consideration to make the covenants and agreements set forth herein enforceable, (v) the length of time, scope and geographic coverage of the covenants set forth in this Section 8.6 7.1 is reasonable given the benefits Seller Sellers will directly or indirectly receive hereunder, (vi) Seller is Sellers and Helix are familiar with all the restrictive covenants contained in this Section 8.6 7.1 and is fully aware of its their respective obligations hereunder, and (vii) Seller Sellers and Helix will not challenge the reasonableness of the time, scope, geographic coverage or other provisions of this covenants set forth in this Section 8.6 7.1 in any legal proceeding, regardless of who initiates litigation. Seller Sellers and Helix further acknowledges acknowledge and agrees agree that irreparable injury will result to Buyer if Seller Sellers, Helix or any of its controlled their Affiliates breaches any of the terms of this Section 8.67.1, and that in the event of an actual or threatened breach by Seller Sellers, Helix or any of its controlled their Affiliates of any of the provisions contained in this Section 8.67.1, Buyer will have no adequate remedy at Law. Seller Sellers and Helix accordingly agrees agree that in the event of any actual or threatened breach by Seller Sellers, Helix or any of its controlled their Affiliates of any of the provisions contained in this Section 8.67.1, Buyer shall be entitled to injunctive and other equitable relief without (i) the posting of any bond or other security, (ii) the necessity of showing actual damages and (iii) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall be construed as prohibiting Buyer from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. Seller Sellers and Helix shall cause its controlled their respective Subsidiaries and Affiliates to comply with this Section 8.67.1, and shall be liable for any breach by any of its controlled Subsidiaries or Affiliates of this Section 8.67.1. In the event of a breach or violation by Seller Sellers, Helix or any of its controlled their respective Subsidiaries or Affiliates of this Section 8.67.1, the Term with respect to Seller Sellers and Helix shall be extended by a period of time equal to the period of time during which such Person violates the terms of this Section 8.67.1.

Acknowledgements; Remedies. Seller acknowledges and agrees that (i) the covenants and agreements set forth in this Section 8.6 5.2 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, (ii) Buyer and its stakeholders would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties parties hereto if Seller or any of its controlled Affiliates breached the provisions of this Section 8.65.2, (iii) any breach of the provisions of this Section 5.2 by Seller or its controlled Affiliates would result in a significant loss of goodwill by Buyer and the CompanyBusiness, (iv) the Purchase Price is sufficient consideration to make the covenants and agreements set forth herein enforceable, (v) the length of time, scope and geographic coverage of the covenants set forth in this Section 8.6 5.2 is reasonable given the benefits Seller will directly or indirectly receive hereunder, (vi) Seller is familiar with all the restrictive covenants contained in this Section 8.6 5.2 and is fully aware of its obligations hereunder, and (vii) Seller will not challenge the reasonableness of the time, scope, geographic coverage or other provisions of this covenants set forth in this Section 8.6 5.2 in any legal proceedingProceeding, regardless of who initiates litigationsuch Proceeding. Seller further acknowledges and agrees that irreparable injury will result to Buyer if Seller or any of its controlled Affiliates breaches any of the terms of this Section 8.65.2, and that in the event of an actual or threatened breach by Seller or any of its controlled Affiliates of any of the provisions contained in this Section 8.65.2, Buyer will have no adequate remedy at Law. Seller accordingly agrees that in the event of any actual or threatened breach by Seller or any of its controlled Affiliates of any of the provisions contained in this Section 8.65.2, Buyer shall be entitled to injunctive and other equitable relief without (i) the posting of any bond or other security, (ii) the necessity of showing actual damages and (iii) the necessity of showing that monetary damages are an inadequate remedy. Nothing contained herein shall be construed as prohibiting Buyer from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove. Seller shall cause its controlled Affiliates to comply with this Section 8.65.2, and shall be liable for any breach by any of its controlled Affiliates of this Section 8.65.2. In the event of a breach or violation by Seller or any of its controlled Affiliates of this Section 8.65.2, the Term Restricted Period with respect to Seller shall be extended by a period of time equal to the period of time during which such Person Seller violates the terms of this Section 8.65.2.