Common use of Geographic Restrictions Reasonable Clause in Contracts

Geographic Restrictions Reasonable. Seller expressly declares that the territorial and time limitations contained in this Section 5.5 are entirely reasonable and are properly and necessarily required for the adequate protection of the business, operations, trade secrets and goodwill of Purchaser and are given as an integral part of this Transaction, but for which Purchaser would not have entered into this Agreement. It is the desire and intent of Seller and Purchaser that the provisions of this Section 5.5 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 5.5, including but not limited to, any territorial or time limitations set forth in this Section 5.5, shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, the provisions of this Section 5.5 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, or to reduce said territorial or time limitations to such areas or periods of time as said court shall deem reasonable, such deletion or reduction to apply only with respect to the operation of this Section 5.5 in the particular jurisdiction in which such adjudication is made.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bridgeline Digital, Inc.), Asset Purchase Agreement (Bridgeline Digital, Inc.)

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Geographic Restrictions Reasonable. Seller expressly declares that the territorial and time limitations contained in this Section 5.5 4.6 are entirely reasonable and are properly and necessarily required for the adequate protection of the business, operations, trade secrets and goodwill of Purchaser Bridgeline Digital and are given as an integral part of this Transaction, but for which Purchaser Bridgeline Digital would not have entered into this Agreement. It is the desire and intent of Seller and Purchaser Bridgeline Digital that the provisions of this Section 5.5 4.6 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 5.54.6, including but not limited to, any territorial or time limitations set forth in this Section 5.54.6, shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, the provisions of this Section 5.5 4.6 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, or to reduce said territorial or time limitations to such areas or periods of time as said court shall deem reasonable, such deletion or reduction to apply only with respect to the operation of this Section 5.5 4.6 in the particular jurisdiction in which such adjudication is made.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bridgeline Digital, Inc.), Asset Purchase Agreement (Bridgeline Digital, Inc.)

Geographic Restrictions Reasonable. Seller Each Principal Shareholder expressly declares that the territorial and time limitations contained in this Section 5.5 are entirely reasonable and are properly and necessarily required for the adequate protection of the business, operations, trade secrets and goodwill of Purchaser Bridgeline Software and are given as an integral part of this Transactionthe merger, but for which Purchaser Bridgeline Software would not have entered into this Agreement. It is the desire and intent of Seller each Principal Shareholder and Purchaser Bridgeline Software that the provisions of this Section 5.5 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 5.5Section, including but not limited to, any territorial or time limitations set forth in this Section 5.5Section, shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, the provisions of this Section 5.5 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, or to reduce said territorial or time limitations to such areas or periods of time as said court shall deem reasonable, such deletion or reduction to apply only with respect to the operation of this Section 5.5 in the particular jurisdiction in which such adjudication is made.

Appears in 1 contract

Samples: Merger Agreement (Bridgeline Software, Inc.)

Geographic Restrictions Reasonable. Seller Each Shareholder expressly declares that the territorial and time limitations contained in this Section 5.5 are entirely reasonable and are properly and necessarily required for the adequate protection of the business, operations, trade secrets and goodwill of Purchaser Bridgeline and are given as an integral part of this Transactionthe merger, but for which Purchaser Bridgeline would not have entered into this Agreement. It is the desire and intent of Seller each Shareholder and Purchaser Bridgeline that the provisions of this Section 5.5 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 5.5Section, including but not limited to, any territorial or time limitations set forth in this Section 5.5Section, shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, the provisions of this Section 5.5 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, or to reduce said territorial or time limitations to such areas or periods of time as said court shall deem reasonable, such deletion or reduction to apply only with respect to the operation of this Section 5.5 in the particular jurisdiction in which such adjudication is made.

Appears in 1 contract

Samples: Merger Agreement (Bridgeline Software, Inc.)

Geographic Restrictions Reasonable. Seller expressly declares that the territorial and time limitations contained in this Section 5.5 5.6 are entirely reasonable and are properly and necessarily required for the adequate protection of the business, operations, trade secrets and goodwill of Purchaser and are given as an integral part of this Transaction, but for which Purchaser would not have entered into this Agreement. It is the desire and intent of Seller and Purchaser that the provisions of this Section 5.5 5.6 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 5.55.6, including but not limited to, any territorial or time limitations set forth in this Section 5.55.6, shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, the provisions of this Section 5.5 5.6 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, or to reduce said territorial or time limitations to such areas or periods of time as said court shall deem reasonable, such deletion or reduction to apply {M1108931.1 } - 24 - only with respect to the operation of this Section 5.5 Section5.6 in the particular jurisdiction in which such adjudication is made.

Appears in 1 contract

Samples: Asset Purchase Agreement (ConforMIS Inc)

Geographic Restrictions Reasonable. Seller The Shareholder expressly declares that the territorial and time limitations contained in this Section 5.5 section are entirely reasonable and are properly and necessarily required for the adequate protection of the business, operations, trade secrets and goodwill of Purchaser Bridgeline Digital and are given as an integral part of this Transactionthe Merger, but for which Purchaser Bridgeline Digital would not have entered into this Agreement. It is the desire and intent of Seller the Shareholder and Purchaser Bridgeline Digital that the provisions of this Section 5.5 section shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 5.5section, including but not limited to, any territorial or time limitations set forth in this Section 5.5section, shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, the provisions of this Section 5.5 section shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, or to reduce said territorial or time limitations to such areas or periods of time as said court shall deem reasonable, such deletion or reduction to apply only with respect to the operation of this Section 5.5 section in the particular jurisdiction in which such adjudication is made.

Appears in 1 contract

Samples: Merger Agreement (Bridgeline Digital, Inc.)

Geographic Restrictions Reasonable. Seller The Shareholders expressly declares declare that the territorial and time limitations contained in this Section 5.5 are entirely reasonable and are properly and necessarily required for the adequate protection of the business, operations, trade secrets and goodwill of Purchaser Bridgeline and are given as an integral part of this Transactionthe acquisition, but for which Purchaser Bridgeline would not have entered into this Agreement. It is the desire and intent of Seller the Shareholders and Purchaser Bridgeline that the provisions of this Section 5.5 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 5.5Section, including but not limited to, any territorial or time limitations set forth in this Section 5.5Section, shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, the provisions of this Section 5.5 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, or to reduce said territorial or time limitations to such areas or periods of time as said court shall deem reasonable, such deletion or reduction to apply only with respect to the operation of this Section 5.5 in the particular jurisdiction in which such adjudication is made.

Appears in 1 contract

Samples: Merger Agreement (Bridgeline Software, Inc.)

Geographic Restrictions Reasonable. Seller The Shareholder expressly declares that the territorial and time limitations contained in this Section 5.5 are entirely reasonable and are properly and necessarily required for the adequate protection of the business, operations, trade secrets and goodwill of Purchaser the Bridgeline and are given as an integral part of this Transactionthe acquisition, but for which Purchaser Bridgeline would not have entered into this Agreement. It is the desire and intent of Seller the Shareholder and Purchaser Bridgeline that the provisions of this Section 5.5 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 5.5Section, including but not limited to, any territorial or time limitations set forth in this Section 5.5Section, shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, the provisions of this Section 5.5 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, or to reduce said territorial or time limitations to such areas or periods of time as said court shall deem reasonable, such deletion or reduction to apply only with respect to the operation of this Section 5.5 in the particular jurisdiction in which such adjudication is made.

Appears in 1 contract

Samples: Merger Agreement (Bridgeline Software, Inc.)

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Geographic Restrictions Reasonable. Seller Each Shareholder expressly declares that the territorial and time limitations contained in this Section 5.5 are entirely reasonable and are properly and necessarily required for the adequate protection of the business, operations, trade secrets and goodwill of Purchaser Bridgeline Software and are given as an integral part of this Transactionthe merger, but for which Purchaser Bridgeline Software would not have entered into this Agreement. It is the desire and intent of Seller each Shareholder and Purchaser Bridgeline Software that the provisions of this Section 5.5 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 5.5Section, including but not limited to, any territorial or time limitations set forth in this Section 5.5Section, shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, the provisions of this Section 5.5 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, or to reduce said territorial or time limitations to such areas or periods of time as said court shall deem reasonable, such deletion or reduction to apply only with respect to the operation of this Section 5.5 in the particular jurisdiction in which such adjudication is made.

Appears in 1 contract

Samples: Merger Agreement (Bridgeline Software, Inc.)

Geographic Restrictions Reasonable. Seller Each Major Shareholder expressly declares that the territorial and time limitations contained in this Section 5.5 section are entirely reasonable and are properly and necessarily required for the adequate protection of the business, operations, trade secrets and goodwill of Purchaser Bridgeline and are given as an integral part of this Transactionthe Merger, but for which Purchaser Bridgeline would not have entered into this Agreement. It is the desire and intent of Seller each Major Shareholder and Purchaser Bridgeline that the provisions of this Section 5.5 section shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 5.5section, including but not limited to, any territorial or time limitations set forth in this Section 5.5section, shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, the provisions of this Section 5.5 section shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, or to reduce said territorial or time limitations to such areas or periods of time as said court shall deem reasonable, such deletion or reduction to apply only with respect to the operation of this Section 5.5 section in the particular jurisdiction in which such adjudication is made.

Appears in 1 contract

Samples: Merger Agreement (Bridgeline Digital, Inc.)

Geographic Restrictions Reasonable. Seller The Shareholder expressly declares that the territorial and time limitations contained in this Section 5.5 section are entirely reasonable and are properly and necessarily required for the adequate protection of the business, operations, trade secrets and goodwill of Purchaser Bridgeline and are given as an integral part of this Transactionthe Merger, but for which Purchaser Bridgeline would not have entered into this Agreement. It is the desire and intent of Seller the Shareholder and Purchaser Bridgeline that the provisions of this Section 5.5 section shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 5.5section, including but not limited to, any territorial or time limitations set forth in this Section 5.5section, shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, the provisions of this Section 5.5 section shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, or to reduce said territorial or time limitations to such areas or periods of time as said court shall deem reasonable, such deletion or reduction to apply only with respect to the operation of this Section 5.5 section in the particular jurisdiction in which such adjudication is made.

Appears in 1 contract

Samples: Merger Agreement (Bridgeline Digital, Inc.)

Geographic Restrictions Reasonable. Seller The Shareholder expressly declares that the territorial and time limitations contained in this Section 5.5 are entirely reasonable and are properly and necessarily required for the adequate protection of the business, operations, trade secrets and goodwill of Purchaser Bridgeline and are given as an integral part of this Transactionthe merger, but for which Purchaser Bridgeline would not have entered into this Agreement. It is the desire and intent of Seller the Shareholder and Purchaser Bridgeline that the provisions of this Section 5.5 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 5.5Section, including but not limited to, any territorial or time limitations set forth in this Section 5.5Section, shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, the provisions of this Section 5.5 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, or to reduce said territorial or time limitations to such areas or periods of time as said court shall deem reasonable, such deletion or reduction to apply only with respect to the operation of this Section 5.5 in the particular jurisdiction in which such adjudication is made.

Appears in 1 contract

Samples: Merger Agreement (Bridgeline Software, Inc.)

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