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. 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. The Executive hereby acknowledges and agrees that the restrictions set forth on his activities contained in this Agreement Section 7, Section 8 and Section 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 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. Executive further acknowledges that a breach of any such provisions would cause irreparable harm to the Company for which there is no adequate remedy at law. 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 Section 7, Section 8 or Section 9, 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 be have, (a) to a temporary, 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 without having to post bond or other security and without having to prove special damages or the inadequacy of the available to themremedies at law, 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 (b) to require the Executive, if he breaches any of the covenants contained in this Agreement Executive to account for and pay over to the Company all compensation, profits, moneymonies, accruals and accruals, increments or other benefits derived or receivedreceived by him as a result of any transaction constituting as breach of any of the provisions of Section 7, directly Section 8 or indirectlySection 9 and Executive agrees to account for and pay over to the Company any such compensation, by such party from profits, monies, accruals, increments or other benefits. The parties acknowledge that (a) the action constituting such breach. If time, scope, geographic area and other provisions contained in Section 7, Section 8 and Section 9 are reasonable and necessary to protect the Executive breaches goodwill and business of the restrictive Company, (b) it is reasonable that the covenants set forth in this Agreementherein are not limited by narrow geographic area, and (c) 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 soughtrestrictions contained herein will not prevent Executive from being employed or earning a livelihood. If any provisions covenant contained in Section 7, Section 8 or Section 9 is 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 Executive for the enforcement of this Agreement, the calculation of the partiesRestricted 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 Executive against the Company predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by the Company of any provision of Section 7, Section 8 or Section 9.

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.

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. 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 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.