Common use of ARE ESSENTIAL AND INDEPENDENT COVENANTS Clause in Contracts

ARE ESSENTIAL AND INDEPENDENT COVENANTS. The covenants by the Employee in Sections 5 and 6 are essential elements of this Agreement, and without the Employee's agreement to comply with such covenants, the Employer would not have entered into this Agreement or continued the employment of the Employee. The Employer and the Employee have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Employer. The Employee's covenants in Section 5 and 6 are independent covenants and the existence of any claim by the Employee against the Employer under this Agreement or otherwise will not excuse the Employee's breach of any covenant in Sections 5 or 6. If the Employee's employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Employee in Sections 5 and 6.

ARE ESSENTIAL AND INDEPENDENT COVENANTS. The covenants by the Employee Executive in Sections 5 7 and 6 8 are essential elements of this Agreement, and without the EmployeeExecutive's agreement to comply with such covenants, the Parent and Employer would not have consummated the merger under the Merger Agreement and the Employer would not have entered into this Agreement or employed or continued the employment of the EmployeeExecutive. The Employer and the Employee Executive have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Employer. The EmployeeExecutive's covenants in Section 5 Sections 7 and 6 8 are independent covenants and the existence of any claim by the Employee Executive against the Employer under this Agreement or otherwise otherwise, or against the Parent, will not excuse the EmployeeExecutive's breach of any covenant in Sections 5 Section 7 or 68. If the EmployeeExecutive's employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Employee Executive in Sections 5 7 and 68.

ARE ESSENTIAL AND INDEPENDENT COVENANTS. The covenants by the Employee Executive in Sections 5 7 and 6 8 are essential elements of this Agreement, and without the EmployeeExecutive's agreement to comply with such covenants, the Employer would not have entered into this Agreement or employed or continued the employment of the EmployeeExecutive. The Employer and the Employee Executive have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Employer. The EmployeeExecutive's covenants in Section 5 Sections 7 and 6 8 are independent covenants and the existence of any claim by the Employee Executive against the Employer under this Agreement or otherwise otherwise, or against the Buyer, will not excuse the EmployeeExecutive's breach of any covenant in Sections 5 Section 7 or 68 unless the Agreement is terminated pursuant to paragraph 6.1(d) hereof. If the EmployeeExecutive's employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Employee Executive in Sections 5 7 and 68 unless the Agreement is terminated pursuant to paragraph 6.1(d) hereof.

ARE ESSENTIAL AND INDEPENDENT COVENANTS. The covenants by the Employee in Sections 5 and 6 are essential elements of this Agreement, and without the Employee's agreement to comply with such covenants, the Employer would not have entered into this Agreement or continued the employment of the Employee. The Employer and the Employee have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Employer. The Employee's covenants in Section Sections 5 and 6 and 6 are independent covenants and the existence of any claim by the Employee against the Employer under this Agreement or otherwise will not excuse the Employee's breach of any covenant in Sections 5 or 6. If the Employee's employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Employee in Sections 5 and 6.

ARE ESSENTIAL AND INDEPENDENT COVENANTS. The covenants by of the Employee in Sections 5 and 6 hereof are essential elements of this Agreement, and without the Employee's agreement to comply with such covenants, the Employer would not have entered into this Agreement or continued the employment of the Employee. The Employer and the Employee have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Employer. The In addition, the Employee's covenants in Section Sections 5 and 6 are independent covenants and the existence of any claim by the Employee against the Employer under this Agreement or otherwise will not excuse the Employee's breach of any covenant in Sections 5 or 6. If Notwithstanding anything in the Employee's employment hereunder expires or is terminatedAgreement to the contrary, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Employee in Sections 5 and 66 shall survive the termination of the Agreement, except as provided below.

ARE ESSENTIAL AND INDEPENDENT COVENANTS. The covenants by of the Employee in Sections 5 and 6 hereof are essential elements of this Agreement, and without the Employee's agreement to comply with such covenants, the Employer would not have entered into this Agreement or continued the employment of the Employee. The Employer and the Employee have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Employer. The In addition, the Employee's covenants in Section Sections 5 and 6 are independent covenants and the existence of any claim by the Employee against the Employer under this Agreement or otherwise will not excuse the Employee's breach of any covenant in Sections 5 or 6. If Notwithstanding anything in the Employee's employment hereunder expires or is terminatedAgreement to the contrary, this Agreement will continue in full force and effect as is necessary or appropriate to enforce (i) the covenants and agreements of the Employee in Sections 5 and 66 shall survive the termination of the Agreement, except as provided below, and (ii) the covenants and agreements in Section 5.2(a) shall be effective as of the Effective Date.

ARE ESSENTIAL AND INDEPENDENT COVENANTS. The covenants by the Employee in Sections 5 ARTICLE 7 and 6 ARTICLE 8 are essential elements of this Agreement, and without the Employee's agreement to comply with such covenants, the Employer would not have entered into this Agreement or employed or continued the employment of the Employee. The Employer Company and the Employee have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Employer. The Employee's covenants in Section 5 ARTICLE 7 and 6 ARTICLE 8 are independent covenants and the existence of any claim by the Employee against the Employer under this Agreement or otherwise otherwise, or against the Buyer, will not excuse the Employee's breach of any covenant in Sections 5 ARTICLE 7 or 6ARTICLE 8. If the Except as otherwise stated herein, if Employee's employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Employee in Sections 5 ARTICLE 7 and 6ARTICLE 8.

ARE ESSENTIAL AND INDEPENDENT COVENANTS. The covenants by the Employee Executive in Sections 5 7 and 6 8 are essential elements of this Agreement, and without the EmployeeExecutive's agreement to comply with such covenants, the Buyer would not have purchased the Executive's membership interests under the Purchase Agreement and the Employer would not have entered into this Agreement or employed or continued the employment of the EmployeeExecutive. The Employer and the Employee Executive have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Employer. The EmployeeExecutive's covenants in Section 5 Sections 7 and 6 8 are independent covenants and the existence of any claim by the Employee Executive against the Employer under this Agreement or otherwise otherwise, or against the Buyer, will not excuse the EmployeeExecutive's breach of any covenant in Sections 5 Section 7 or 68. If the EmployeeExecutive's employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Employee Executive in Sections 5 7 and 68.

ARE ESSENTIAL AND INDEPENDENT COVENANTS. The covenants by of the Employee in Sections 5 and 6 are essential elements of this Agreement, and without the Employee's agreement to comply with such covenants, the Employer would not have entered into this Agreement or continued the employment of the Employee. The Employer and the Employee have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Employer. The In addition, the Employee's covenants in Section Sections 5 and 6 are independent covenants and the existence of any claim by the Employee against the Employer under this Agreement or otherwise will not excuse the Employee's breach of any covenant in Sections 5 or 6. If Notwithstanding anything in the Employee's employment hereunder expires or is terminatedAgreement to the contrary, this Agreement will continue in full force and effect as is necessary or appropriate to enforce (i) the covenants and agreements of the Employee in Sections 5 and 66 shall survive the termination of the Agreement, except as provided below, and (ii) the covenants and agreements in Section 5.2 shall be effective as of the Effective Date.

ARE ESSENTIAL AND INDEPENDENT COVENANTS. The covenants by the Employee Executive in Sections 5 6 and 6 7 are essential elements of this Agreement, and without the EmployeeExecutive's agreement to comply with such covenants, the Employer would not have entered into this Agreement or employed or continued the employment of the EmployeeExecutive. The Employer and the Employee Executive have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Employer. The EmployeeExecutive's covenants in Section 5 Sections 6 and 6 7 are independent covenants and the existence of any claim by the Employee Executive against the Employer under this Agreement or otherwise will not excuse the EmployeeExecutive's breach of any covenant in Sections 5 Section 6 or 67. If the EmployeeExecutive's employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Employee Executive in Sections 5 6 and 67.