Common use of Enforceability of Restrictive Covenants Clause in Contracts

Enforceability of Restrictive Covenants. The restrictions set forth in this Agreement are considered by the parties hereto to be reasonable for the purposes of protecting the value of the business and goodwill of the Company and the Business. The parties acknowledge that the Company would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company in the event the covenants contained in this Agreement were not complied with in accordance with their terms. Accordingly, the Executive agrees that any breach or threatened breach by him of any provision of this Agreement shall entitle the Company to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies which may be available to them, and that they shall be entitled to receive from the Executive reimbursement for all attorneys’ fees and expenses incurred by the Company in enforcing these provisions. In addition to its other rights and remedies, the Company shall have the right to require the Executive, if he breaches any of the covenants contained in this Agreement to account for and pay over to the Company all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by such party from the action constituting such breach. If the Executive breaches the restrictive covenants set forth in this Agreement, the running of the time periods described therein shall be tolled for so long as such breach continues. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of this Agreement relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, such time period, scope of activities and/or geographic area, as the case may be, shall be reduced to the maximum that such court deems enforceable. If any provisions of this Agreement other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties.

Enforceability of Restrictive Covenants. (a) In the event that the Executive's employment with the Company or any of its subsidiaries (i) is terminated by the Company or such subsidiary for any reason other than for Cause (including the Company's delivery of a Non-Extension Notice) or (ii) the Executive terminates his employment with the Company for Good Reason, then the terms of both the Non-Compete Period and the Vendor Non-Solicitation Period shall be reduced such that they end on the twelve (12) month anniversary of the conclusion of the Term. (b) The Executive hereby acknowledges and agrees that (i) the restrictions set forth on his activities contained in Sections 10, 11, 12, 13 and 14 hereof are necessary for the reasonable protection of the Company, its subsidiaries and their goodwill and are a material inducement to the Company entering into this Agreement are considered by the parties hereto and (ii) a breach or threatened breach of any such provisions will cause irreparable harm to be reasonable for the purposes of protecting the value of the business and goodwill of the Company and the Business. The parties acknowledge that the Company would be irreparably harmed and that monetary damages would not provide an its subsidiaries for which there is no adequate remedy to the Company at law. (c) The Executive agrees that in the event the covenants contained in this Agreement were not complied with in accordance with their terms. Accordingly, the Executive agrees that of any breach or threatened breach by him of any provision of this Agreement shall entitle contained in Sections 10, 11, 12, 13 and 14 hereof, the Company to injunctive and other equitable relief to secure the enforcement of these provisionsshall be entitled, in addition to any other rights or remedies which may be available to them, and that they shall be entitled to receive from the Executive reimbursement for all attorneys’ fees and expenses incurred by the Company in enforcing these provisions. In addition to its other rights and remedies, the Company shall have the right to require the Executive, if he breaches any of the covenants contained in this Agreement to account for and pay over to the Company all compensationat law, profitsin equity or otherwise, moneyto a temporary, accruals preliminary or permanent injunction or injunctions and temporary restraining order or orders to prevent breaches of such provisions and to specifically enforce the terms and provisions thereof. (d) The parties acknowledge that the time, scope and other benefits derived or receivedprovisions contained in Sections 10, directly or indirectly11, 12, 13 and 14 hereof are reasonable and necessary to protect the goodwill and business of the Company and its subsidiaries and affiliates. Notwithstanding the foregoing, if any covenant contained in Sections 10, 11, 12, 13 and 14 hereof is held to be unenforceable by such party from the action constituting such breach. If the Executive breaches the restrictive covenants set forth in this Agreement, the running reason of the time periods described therein or scope, such covenant shall be tolled interpreted to extend to the maximum time or scope for so long as such breach continues. It is the desire and intent of the parties that the provisions of this Agreement which it may be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of this Agreement relating to the time period, scope of activities or geographic area of restrictions is declared as determined by a court of competent jurisdiction to exceed the maximum permissible time periodmaking such determination, and such time period, scope of activities and/or geographic area, as the case may be, covenant shall be only apply in its reduced form to the maximum that operation of such court deems enforceable. If any provisions of this Agreement other than those described covenant in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the particular jurisdiction in which such adjudication is made. (e) in such manner as to render them enforceable and to effectuate as nearly as possible In the original intentions and agreement event of any breach by the Executive of any of the partiesrestrictive covenants contained in Sections 10, 11, 12, 13 and 14 hereof, the running of the period of the applicable restriction shall be automatically tolled and suspended for the duration of such breach, and shall automatically recommence when such breach is remedied in order that the Company or any of its subsidiaries or affiliates shall receive the full benefit of the Executive's compliance with each of the covenants contained in Sections 10, 11, 12, 13 and 14 hereof. (f) The provisions of Sections 11, 12, 13, 14 and 15 hereof are in addition to and supplement any other agreements, covenants or obligations to which the Executive is or may be bound from time to time, including agreements, covenants and obligations set forth in the Operating Partnership Agreement of the Company, the Equity Incentive Plan and any grant agreement.

Enforceability of Restrictive Covenants. The Executive hereby acknowledges that the restrictions set forth on his activity contained in this Agreement Sections 9, 10 and 11 are considered by the parties hereto to be reasonable necessary for the purposes of protecting the value of the business and goodwill reasonable protection of the Company and the Business. The parties acknowledge that the Company would be irreparably harmed and that monetary damages would not provide an adequate remedy are a material inducement to the Company entering into this Agreement. The Executive further acknowledges that a breach or threatened breach of any such provisions would cause irreparable harm to the Company for which there is no adequate remedy at law. The Executive agrees that in the event the covenants contained in this Agreement were not complied with in accordance with their terms. Accordingly, the Executive agrees that of any breach or threatened breach by him of any provision contained in Sections 9, 10 or 11 of this Agreement shall entitle Agreement, the Company to injunctive and other equitable relief to secure shall have the enforcement of these provisionsright, in addition to any other rights or remedies which it may have, to seek injunctive relief without having to post bond or other security and without having to prove special damages or the inadequacy of the available remedies at law. The parties acknowledge that (a) the time, scope, geographic area and other provisions contained in Sections 9, 10 and 11 are reasonable and necessary to protect the goodwill and business of the Company, (b) as an internet-based business, the Customers of the Company may be available to them, serviced from any location and accordingly it is reasonable that they shall be entitled to receive from the Executive reimbursement for all attorneys’ fees and expenses incurred by the Company in enforcing these provisions. In addition to its other rights and remedies, the Company shall have the right to require the Executive, if he breaches any of the covenants contained in this Agreement to account for and pay over to the Company all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by such party from the action constituting such breach. If the Executive breaches the restrictive covenants set forth in this Agreementherein are not limited by narrow geographic area, and (c) the running restriction of the time periods described therein shall be tolled for so long as such breach continues. It is the desire and intent of the parties that the provisions of this Agreement be enforced Executive's ability to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is soughtsolicit Customers will not prevent him from being employed or earning a livelihood. If any provisions covenant contained in Sections 9, 10 or 11 are held to be unenforceable by reason of this Agreement relating to the time periodtime, scope of activities or geographic area of restrictions is declared covered thereby, such covenant shall be interpreted to extend to the maximum time, scope or geographic area for which it may be enforced as determined by a court of competent jurisdiction to exceed the maximum permissible time periodmaking such determination, and such time period, scope of activities and/or geographic area, as the case may be, covenant shall be only apply in its reduced form to the maximum that operation of such court deems enforceable. If any provisions of this Agreement other than those described covenant in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the particular jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible . In the original intentions and agreement event that the Company shall bring any action, suit or proceeding against the Executive for the enforcement of this Agreement, the calculation of the partiesNoncompete Period shall not include the period of time commencing with the filing of the action, suit or proceeding to enforce this Agreement through the date of the final judgment or final resolution (including all appeals, if any) of such action, suit or proceeding. The existence of any claim or cause of action by the Executive against the Company or any of its affiliates predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by the Company of any provision of Sections 9, 10 or 11.

Enforceability of Restrictive Covenants. (i) The Executive hereby acknowledges and agrees that (A) the restrictions set forth on his activities contained in this Agreement Paragraph 9 are considered by the parties hereto to be reasonable necessary for the purposes of protecting the value of the business and goodwill reasonable protection of the Company Group and the Business. The parties acknowledge that the Company would be irreparably harmed its goodwill and that monetary damages would not provide an adequate remedy are a material inducement to the Company entering into this Agreement and (B) a breach or threatened breach of any such provisions shall cause irreparable harm to the Company and its affiliated companies for which there is no adequate remedy at law. (ii) The Executive agrees that in the event the covenants contained in this Agreement were not complied with in accordance with their terms. Accordingly, the Executive agrees that of any breach or threatened breach by him of any provision of contained in this Agreement shall entitle Paragraph 9, the Company to injunctive and other equitable relief to secure the enforcement of these provisionsits affiliated companies shall be entitled, in addition to any other rights or remedies which may be available to themthem at law, in equity or otherwise, to a temporary, preliminary or permanent injunction or injunctions and that they shall be entitled temporary restraining order or orders to receive from prevent breaches of such provisions and to specifically enforce the Executive reimbursement for all attorneys’ fees terms and expenses incurred by provisions thereof without having to prove special damages or the Company in enforcing these provisions. In addition to its other rights and remedies, the Company shall have the right to require the Executive, if he breaches any inadequacy of the covenants available remedies at law, in equity or otherwise and without the requirement of posting of a bond. (iii) The parties hereto acknowledge that the time, scope and other provisions contained in this Agreement Paragraph 9 are reasonable and necessary to account for protect the goodwill and pay over to business of the Company all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by such party from the action constituting such breach. its affiliated companies. (iv) If the Executive breaches the restrictive covenants set forth any covenant contained in this Agreement, the running Paragraph 9 is held to be unenforceable by reason of the time periods described therein or scope, such covenant shall be tolled interpreted to extend to the maximum time or scope for so long as such breach continues. It is the desire and intent of the parties that the provisions of this Agreement which it may be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of this Agreement relating to the time period, scope of activities or geographic area of restrictions is declared as determined by a court of competent jurisdiction to exceed the maximum permissible time periodmaking such determination, and such time period, scope of activities and/or geographic area, as the case may be, covenant shall be only apply in its reduced form to the maximum that operation of such court deems enforceable. If any provisions of this Agreement other than those described covenant in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the particular jurisdiction in which such adjudication is made. (v) in such manner as The existence of any claim or cause of action by the Executive against the Company or its affiliated companies, whether predicated on this Agreement or otherwise, shall not constitute a defense to render them enforceable and to effectuate as nearly as possible the original intentions and agreement enforcement by the Company or its affiliated companies of any provision of this Paragraph 9. (vi) In the event of any breach by the Executive of any of the partiesrestrictive covenants contained in this Paragraph 9, the running of the period of the applicable restriction shall be automatically tolled and suspended for the duration of such breach (unless the Company is aware of the breach and either does not send the Executive a notice to cease and desist such activities or otherwise take steps to enforce such restrictive covenants), and shall automatically recommence when such breach is remedied in order that the Company and its affiliated companies shall receive the full benefit of the Executive’s compliance with each such covenant. (vii) The provisions of this Paragraph 9 are in addition to and supplement any other agreements, covenants or obligations to which the Executive is or may be bound from time to time. To the extent a covenant set forth in this Paragraph 9 conflicts with a covenant or obligation set forth in any other such agreement, the provision that is more favorable to the Company and its affiliated companies will control.

Enforceability of Restrictive Covenants. The restrictions set forth in this Agreement are considered by the parties hereto to be reasonable for the purposes of protecting the value of the business and goodwill of the Company and the Business. The parties acknowledge that the Company would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company in the event the covenants contained in this Agreement were not complied with in accordance with their terms. Accordingly, the Executive agrees that any breach or threatened breach by him of any provision of this Agreement shall entitle the Company to seek injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies which may be available to them, and that they shall be entitled to receive from the Executive reimbursement for all attorneys’ fees and expenses incurred by the Company in enforcing these provisions. In addition to its other rights and remedies, the Company shall have the right to require the Executive, if he breaches any of the covenants contained in this Agreement to account for and pay over to the Company all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by such party from the action constituting such breach. If the Executive breaches the restrictive covenants set forth in this Agreement, the running of the time periods described therein shall be tolled for so long as such breach continues. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of this Agreement relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, such time period, scope of activities and/or geographic area, as the case may be, shall be reduced to the maximum that such court deems enforceable. If any provisions of this Agreement other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties.

Enforceability of Restrictive Covenants. The restrictions set forth in this Agreement are considered by the parties hereto to be reasonable for the purposes of protecting the value of the business and goodwill of the Company and the Business. The parties acknowledge that the Company would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company in the event the covenants contained in this Agreement were not complied with in accordance with their terms. Accordingly, the Executive agrees that any breach or threatened breach by him of any provision of this Agreement shall entitle the Company to seek injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies which may be available to them, and that they shall be entitled to receive from the Executive reimbursement for all attorneys’ fees and expenses incurred by the Company in enforcing these provisions. In addition to its other rights and remedies, the Company shall have the right to require the Executive, if he breaches any of the covenants contained in this Agreement to account for and pay over to the Company all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by such party from the action constituting such breach; provided, however, that the foregoing shall not apply to any compensation, profits, money, accruals and other benefits derived or received, directly or indirectly from the Company. If the Executive breaches the restrictive covenants set forth in this Agreement, the running of the time periods described therein shall be tolled for so long as such breach continues. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of this Agreement relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, such time period, scope of activities and/or geographic area, as the case may be, shall be reduced to the maximum that such court deems enforceable. If any provisions of this Agreement other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties.

Enforceability of Restrictive Covenants. The restrictions set forth in this Agreement are considered by the parties hereto to be reasonable for the purposes of protecting the value of the business and goodwill of the Company MSC and the BusinessMSC’s business. The parties acknowledge that the Company MSC would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company MSC in the event the covenants contained in this Agreement were not complied with in accordance with their terms. Accordingly, the Executive Employee agrees that any breach or threatened breach by him of any provision of this Agreement shall entitle the Company MSC to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies which may be available to themit, and that they MSC shall be entitled to receive from the Executive Employee reimbursement for all attorneys’ fees and expenses incurred by the Company MSC in enforcing these provisions. In addition to its other rights and remedies, the Company MSC shall have the right to require the ExecutiveEmployee, if he breaches any of the covenants contained in this Agreement to account for and pay over to the Company MSC all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by such party from the action constituting such breach. If the Executive Employee breaches the restrictive covenants set forth in this Agreement, the running of the time periods described therein shall be tolled for so long as such breach continues. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of this Agreement relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, such time period, scope of activities and/or geographic area, as the case may be, shall be reduced to the maximum that such court deems enforceable. If any provisions of this Agreement other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties.

Enforceability of Restrictive Covenants. The restrictions set forth in this Agreement are considered by the parties hereto to be reasonable for the purposes of protecting the value of the business and goodwill of the Company and the Business. The parties acknowledge that the Company would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company in the event the covenants contained in this Agreement were not complied with in accordance with their terms. Accordingly, the Executive Employee agrees that any breach or threatened breach by him of any provision of this Agreement shall entitle the Company to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies which may be available to them, and that they shall be entitled to receive from the Executive Employee reimbursement for all attorneys’ fees and expenses incurred by the Company in enforcing these provisions. In addition to its other rights and remedies, the Company shall have the right to require the ExecutiveEmployee, if he she breaches any of the covenants contained in this Agreement to account for and pay over to the Company all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by such party from the action constituting such breach. If the Executive Employee breaches the restrictive covenants set forth in this Agreement, the running of the time periods described therein shall be tolled for so long as such breach continues. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of this Agreement relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, such time period, scope of activities and/or geographic area, as the case may be, shall be reduced to the maximum that such court deems enforceable. If any provisions of this Agreement other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties.

Enforceability of Restrictive Covenants. The restrictions set forth in Section 9 through 11 of this Agreement are considered by the parties hereto to be reasonable for the purposes of protecting the value of the business and goodwill of the Company and the Business. The parties acknowledge that the Company would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company in the event the covenants contained in this Agreement were not complied with in accordance with their terms. Accordingly, the Executive Employee agrees that any breach or threatened breach by him of any provision of this Agreement said paragraphs shall entitle the Company to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies which may be available to them, and that they the prevailing party in any litigation to enforce same shall be entitled to receive from the Executive other party reimbursement for all attorneys’ fees and expenses costs incurred by the Company in enforcing litigation to enforce these provisions. In addition to its other rights and remedies, the Company shall have the right to require the ExecutiveEmployee, if he breaches any of the covenants contained in this Agreement to account for and pay over to the Company all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by such party from the action constituting such breach. If the Executive Employee breaches the restrictive covenants set forth in this Agreement, the running of the time periods described therein shall be tolled for so long as such breach continues. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of this Agreement relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, such time period, scope of activities and/or geographic area, as the case may be, shall be reduced to the maximum that such court deems enforceable. If any provisions of this Agreement other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties.

Enforceability of Restrictive Covenants. (a) In the event that the Executive's employment with the Company or any of its subsidiaries (i) is terminated by the Company or such subsidiary for any reason other than for Cause (including the Company's delivery of a Non-Extension Notice) or (ii) the Executive terminates her employment with the Company for Good Reason, then the terms of both the Non-Compete Period and the Vendor Non-Solicitation Period shall be reduced such that they end on the twelve (12) month anniversary of the conclusion of the Term. (b) The Executive hereby acknowledges and agrees that (i) the restrictions set forth on her activities contained in Sections 10 and 11 hereof are necessary for the reasonable protection of the Company, its subsidiaries and their goodwill and are a material inducement to the Company entering into this Agreement are considered by the parties hereto and (ii) a breach or threatened breach of any such provisions will cause irreparable harm to be reasonable for the purposes of protecting the value of the business and goodwill of the Company and the Business. The parties acknowledge that the Company would be irreparably harmed and that monetary damages would not provide an its subsidiaries for which there is no adequate remedy to the Company at law. (c) The Executive agrees that in the event the covenants contained in this Agreement were not complied with in accordance with their terms. Accordingly, the Executive agrees that of any breach or threatened breach by him of any provision of this Agreement shall entitle contained in Sections 10 and 11 hereof, the Company to injunctive and other equitable relief to secure the enforcement of these provisionsshall be entitled, in addition to any other rights or remedies which may be available to them, and that they shall be entitled to receive from the Executive reimbursement for all attorneys’ fees and expenses incurred by the Company in enforcing these provisions. In addition to its other rights and remedies, the Company shall have the right to require the Executive, if he breaches any of the covenants contained in this Agreement to account for and pay over to the Company all compensationat law, profitsin equity or otherwise, moneyto a temporary, accruals preliminary or permanent injunction or injunctions and temporary restraining order or orders to prevent breaches of such provisions and to specifically enforce the terms and provisions thereof. (d) The parties acknowledge that the time, scope and other benefits derived or receivedprovisions contained in Sections 10 and 11 hereof are reasonable and necessary to protect the goodwill and business of the Company and its subsidiaries and affiliates. Notwithstanding the foregoing, directly or indirectly, if any covenant contained in Sections 10 and 11 hereof is held to be unenforceable by such party from the action constituting such breach. If the Executive breaches the restrictive covenants set forth in this Agreement, the running reason of the time periods described therein or scope, such covenant shall be tolled interpreted to extend to the maximum time or scope for so long as such breach continues. It is the desire and intent of the parties that the provisions of this Agreement which it may be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of this Agreement relating to the time period, scope of activities or geographic area of restrictions is declared as determined by a court of competent jurisdiction to exceed the maximum permissible time periodmaking such determination, and such time period, scope of activities and/or geographic area, as the case may be, covenant shall be only apply in its reduced form to the maximum that operation of such court deems enforceable. If any provisions of this Agreement other than those described covenant in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the particular jurisdiction in which such adjudication is made. (e) in such manner as to render them enforceable and to effectuate as nearly as possible In the original intentions and agreement event of any breach by the Executive of any of the partiesrestrictive covenants contained in Sections 10 and 11 hereof, the running of the period of the applicable restriction shall be automatically tolled and suspended for the duration of such breach, and shall automatically recommence when such breach is remedied in order that the Company or any of its subsidiaries or affiliates shall receive the full benefit of the Executive's compliance with each of the covenants contained in Sections 10 and 11 hereof. (f) The provisions of Sections 10, 11 and 12 hereof are in addition to and supplement any other agreements, covenants or obligations to which the Executive is or may be bound from time to time, including agreements, covenants and obligations set forth in the Operating Partnership Agreement of the Company, the Equity Incentive Plan and any grant agreement.

Enforceability of Restrictive Covenants. The restrictions set forth in this Agreement are considered by the parties hereto to be reasonable for the purposes of protecting the value of the business and goodwill of the Company and the Business. The parties acknowledge that the Company would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company in the event the covenants contained in this Agreement were not complied with in accordance with their terms. Accordingly, the Executive agrees that any breach or threatened breach by him of any provision of this Agreement shall entitle the Company to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies which may be available to them, and that they shall be entitled to receive from the Executive reimbursement for all attorneys’ fees and expenses incurred by the Company in enforcing these provisions. In addition to its other rights and remedies, the Company shall have the right to require the Executive, if he breaches any of the covenants contained in this Agreement to account for and pay over to the Company all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by such party from the action constituting such breach. If the Executive breaches the restrictive covenants set forth in this Agreement, the running of the time periods described therein shall be tolled for so long as such breach continues. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of this Agreement relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, such time period, scope of activities and/or geographic area, as the case may be, shall be reduced to the maximum that such court deems enforceable. If any provisions of this Agreement other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties. For purposes of Sections 9 through 12 (inclusive), the definition of the term “Company” shall be deemed to include the Company and all of its affiliates and subsidiaries.