Covenants Reasonable. The Parties agree that, having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of the Parties. If any such covenant is held to be void as going beyond what is reasonable in all the circumstances, but would be valid if amended as to scope or duration or both, the covenant will apply with such minimum modifications regarding its scope and duration as may be necessary to make it valid and effective.
Covenants Reasonable. The parties acknowledge that the restrictions contained in Sections 5 and 6 hereof are a reasonable and necessary protection of the immediate interests of the Company, and any violation of these restrictions could cause substantial injury to the Company and that the Company would not have entered into this Employment Agreement, without receiving the additional consideration offered by Employee in binding Employee to any of these restrictions. In the event of a breach or threatened breach by Employee of any of these restrictions, the Company shall be entitled to apply to any court of competent jurisdiction for an injunction restraining Employee from such breach or threatened breach; provided however, that the right to apply for an injunction shall not be construed as prohibiting the Company from pursuing any other available remedies for such breach or threatened breach.
Covenants Reasonable. Executive hereby acknowledges that the business of the Company is highly competitive. Executive further acknowledges that this Confidentiality and Non-Competition Agreement is being entered into in connection with the Transitional Compensation Agreement, that his service to the Company will be of a special and unique character, and that he will continue to be identified personally with the Company. Executive also acknowledges that service as an executive officer of the Company will require that he have access to some of the Company's most highly confidential business information, trade secrets and proprietary information. The parties therefore acknowledge that the restrictions contained in Sections 1 and 2 hereof are a reasonable and necessary protection of the immediate interests of the Company, and any violation of these restrictions would cause substantial injury to the Company and that the Company would not have entered into the Transitional Compensation Agreement and this Confidentiality and Non-Competition Agreement without receiving the additional consideration offered by Executive in binding himself to any of these restrictions.
Covenants Reasonable. The Executive acknowledges and agrees that the covenants provided for in this Article 3 are reasonable and necessary in terms of scope, duration, area, business and all other matters to protect the Company’s and its respective subsidiaries’ legitimate business interests, which include, among others, protecting (a) valuable confidential business information, (b) substantial relationships with customers throughout the Restricted Area and (c) goodwill with customers, employees, distributors, suppliers and vendors associated with respective businesses.
Covenants Reasonable. The Consultant agrees that,
(a) the covenants in this Agreement are reasonable in the circumstances and are necessary to protect the Company; and
(b) the breach by him of any of the provisions of this Agreement would cause serious and irreparable harm to the Company, the Parent, and their shareholders which could not adequately be compensated for in damages in the event of a breach by him of such provisions or an order of injunction being issued against him restraining him from any further breach of such provisions and agrees that such injunction may be issued against him without the necessity of an undertaking as to damages by the Company, the Parent, or their shareholders; the provisions of this section shall not be construed so as to be in derogation of any other remedy which the Company, the Parent or any of their shareholders may have in the event of such a breach.
Covenants Reasonable. The Executive agrees that:
(a) the covenants contained in this Agreement are essential elements to this Agreement and that the Company would not have entered into this Agreement without them;
(b) considering the market for the products of the Company, the Territory is reasonable in order to protect the legitimate business interests of the Company;
(c) since the breach by him of any of the provisions of this Article 14 would cause serious and irreparable harm to the Company which could not adequately be compensated for in damages, in the event of a breach by him of any of such provisions, the Executive consents to an injunction being issued against him restraining him from any further breach of any such provision, but the provisions of this Section will not be construed so as to be a derogation of any other remedy which the Company may have in the event of such breach; and
(d) the Time Period will be extended by the time the Executive is in breach of any provision of this Article 14.
Covenants Reasonable. The Consultant acknowledges and agrees: (i) Trimax would not have entered into this Agreement, without the covenants in sections 12 and 13 (ii) the covenants in sections 12 and 13 are reasonable in the circumstances and are necessary to protect the economic position of Trimax; and (iii) the breach of any of the covenants in sections 12 and 13 will cause serious and irreparable harm to Trimax which can not adequately be compensated for by damages, and in the event of a breach of any such covenant, the Consultant hereby consents to an injunction being issued against him restraining him from any further breach of any such covenant, but the provisions of this section shall not be construed so as to be a derogation of any other remedy which Trimax may have in the event of such a breach.
Covenants Reasonable. The parties acknowledge that the restrictions contained in this Section 10 are a reasonable and necessary protection of the immediate interests of the Company, and any violation of these restrictions could cause substantial injury to the Company, and that the Company would not have entered into this Employment Agreement without receiving the additional consideration offered by the Executive in binding herself to each of these restrictions.
Covenants Reasonable a. The Participant acknowledges and agrees with the Company that:
i. the covenants in this Agreement are reasonable in the circumstances and are necessary to protect the Company;
ii. the Participant is being provided with the opportunity to receive a substantial financial benefit as a result of Award Agreement;
iii. the covenants of the Participant contained in this Restrictive Covenant Agreement were a material inducement for the Company to enter into the Award Agreement and the execution and delivery of this Restrictive Covenant Agreement is a condition to the Company’s obligation pursuant to the Award Agreement; and
iv. the breach by such Participant of any of the provisions of this Restrictive Covenant Agreement would cause serious and irreparable harm to the Company which could not adequately be compensated for in damages.
b. The Participant agrees that the Company shall be entitled to obtain and the Participant agrees not to oppose a request for, interim, interlocutory and permanent injunctive relief and other equitable relief to prevent a breach or continued breach of the provisions of this Restrictive Covenant Agreement, as well as an accounting of all profits and benefits that arise out of such violation, which rights and remedies shall be cumulative in addition to any other rights or remedies to which the Company may be entitled in law. The provisions of this section shall not derogate from any other remedy which the Company may have in the event of such a breach.
Covenants Reasonable. The parties hereto agree that the nature and duration of the covenants set forth in this Article III are reasonable under the circumstances. In the event any court or arbitrator determines that the nature of any covenant or the duration of any covenant, or both, are unreasonable and to that extent is unenforceable, the parties agree that such covenant shall remain in full force and effect to the greatest extent and duration as would not render the covenant unenforceable.
