Common use of Acknowledgments of Seller Clause in Contracts

Acknowledgments of Seller. Seller acknowledges that (i) any public disclosure of the Confidential Information will have an adverse effect on Purchaser and the Business, (ii) Purchaser would suffer irreparable injury if Seller breaches any of the terms of this Section, (iii) Purchaser will be at a substantial competitive disadvantage if Purchaser fails to acquire and maintain exclusive ownership of the Confidential Information or to abide by the restrictions provided for in this Section, (iv) the scope of the protective restrictions provided for in this Section are reasonable when taking into account (A) the negotiations between the Parties and (B) that Seller is the direct beneficiary of the Purchase Price paid pursuant to this Agreement, (v) the consideration being paid to Seller pursuant to this Agreement is sufficient inducement for Seller to agree to the terms hereof, (vi) the provisions of this Section are reasonable and necessary to protect the Business, to prevent the improper use or disclosure of the Confidential Information and to provide Purchaser with exclusive ownership of all such Confidential Information and (vii) the terms of this Section preclude Seller from providing the Restricted Services. Without limiting the foregoing, in the event that a court of competent jurisdiction determines that the Restriction Period exceeds the maximum reasonable and enforceable time period or that the designated area exceeds the maximum reasonable and enforceable area, the Restriction Period or designated area shall be deemed to become and thereafter shall be the maximum time period or area which such court deems reasonable and enforceable.

Acknowledgments of Seller. Each Seller acknowledges that (i) any public disclosure of the Confidential Information will have an adverse effect on the Acquired Companies, Purchaser and the Business, (ii) the Acquired Companies and Purchaser would suffer irreparable injury if Seller breaches any of the terms of this Section, (iii) the Acquired Companies and Purchaser will be at a substantial competitive disadvantage if Purchaser such entity fails to acquire and maintain exclusive ownership of the Confidential Information or to abide by the restrictions provided for in this Section, (iv) the scope of the protective restrictions provided for in this Section are reasonable when taking into account (A) the negotiations between the Parties and (B) that Seller is the direct beneficiary of the Purchase Price paid pursuant to this Agreement, (v) the consideration being paid to Seller pursuant to this Agreement is sufficient inducement for Seller to agree to the terms hereof, (vi) the provisions of this Section are reasonable and necessary to protect the Business, to prevent the improper use or disclosure of the Confidential Information and to provide the Acquired Companies and Purchaser with exclusive ownership of all such Confidential Information and (vii) the terms of this Section preclude Seller from providing the Restricted Services. Without limiting the foregoing, in the event that a court of competent jurisdiction determines that the Restriction Period exceeds the maximum reasonable and enforceable time period or that the designated area exceeds the maximum reasonable and enforceable area, the Restriction Period or designated area shall be deemed to become and thereafter shall be the maximum time period or area which such court deems reasonable and enforceable.

Acknowledgments of Seller. Seller acknowledges that (i) any public disclosure of the Confidential Information will have an adverse effect on the Companies, the Purchaser and the Businessrespective businesses, (ii) Seller possesses unique skills and experience, (iii) the Companies and the Purchaser would suffer irreparable injury if Seller breaches breached any of the terms of this SectionSection 5.8, (iiiiv) the Companies and the Purchaser will be at a substantial competitive disadvantage if Purchaser such entity fails to acquire and maintain exclusive ownership of the Confidential Information or Seller fails to abide by the restrictions provided for in this SectionSection 5.8, (ivv) the scope of the protective restrictions provided for in this Section 5.8 are reasonable when taking into account (A) the negotiations between the Parties and (B) that Seller is the direct beneficiary of the Purchase Price paid pursuant to this Agreement, (vvi) the consideration being paid to Seller (and the Seller collectively) pursuant to this Agreement is sufficient inducement for the Seller to agree to the terms hereof, (vivii) the provisions of this Section 5.8 are reasonable and necessary to protect the Businessbusiness and interests of the Companies and Purchaser, to prevent the improper use or disclosure of the Confidential Information and to provide the Companies and the Purchaser with exclusive ownership of all such Confidential Information Information, and (viiviii) the terms of this Section 5.8 preclude Seller from providing the Restricted Services. Without limiting the foregoing, engaging in the event that conduct of the business of the Company only for a court of competent jurisdiction determines that the Restriction Period exceeds the maximum reasonable and enforceable time period or that the designated area exceeds the maximum reasonable and enforceable area, the Restriction Period or designated area shall be deemed to become and thereafter shall be the maximum time period or area which such court deems reasonable and enforceableperiod.