Necessary and Reasonable Sample Clauses

Necessary and Reasonable. The Stockholder agrees that the covenants provided for in this Section 4.2(j) are necessary and reasonable in order to protect the Purchaser (and, following the Closing Date, the Company) in the conduct of its government contracting and other businesses, to protect the trade secrets and other proprietary information of the Purchaser and to protect the Purchaser in the utilization of the assets, tangible and intangible, including the goodwill of the Purchaser.
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Necessary and Reasonable. The Seller agrees that the covenants provided for in Section 6.6 hereof are necessary and reasonable in order to protect the Buyer in the conduct of its business, to protect the trade secrets and other proprietary information of the Buyer and to protect the Buyer in the utilization of the assets, tangible and intangible, including the goodwill of the Buyer.
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Necessary and Reasonable. Each Member agrees that the covenants provided for in Section 5.2 hereof are necessary and reasonable in order to protect the Surviving Corporation in the conduct of its business, to protect the trade secrets and other proprietary information of the Surviving Corporation and to protect the Surviving Corporation in the utilization of the assets, tangible and intangible, including the goodwill of the Surviving Corporation.
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Necessary and Reasonable. 11.1.2 Allocable;
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Necessary and Reasonable. Beech, Jr. and BHI agree that the covenants provided for in Sections 5.1 and 5.2 hereof are necessary and reasonable in order to protect the Company in the conduct of its business, to protect the trade secrets and other proprietary information of the Company and to protect the Company in the utilization of the assets, tangible and intangible, including the goodwill of the Company.
Sample 1
Necessary and Reasonable. Xxxxxx expressly acknowledges and agrees that the period and scope of the covenants in this Agreement, including his covenants in Section 2 above, are reasonable under the circumstances, including in view of the consideration Xxxxxx has received or will receive under Purchase Agreement. Xxxxxx also acknowledges and agrees that the provisions of Section 2 above will not interfere with his ability to earn a living or to otherwise meet his financial obligations. Xxxxxx further acknowledges that he will receive material consideration to which he would otherwise not be entitled in the absence of agreeing to be bound by this Agreement, including Section 2 above, and that in completing the Asset Sale, the Company is relying upon Xxxxxx satisfying his obligations under this Agreement.
Sample 1
Necessary and Reasonable. The employee agrees that the covenants provided for in Sections 8.1 and 8.2, including the term and geographic area encompassed therein, are necessary and reasonable in order to protect the Company in the conduct of its business and to protect the Company in the utilization of the assets, tangible and intangible, including the goodwill of the Company.
Sample 1
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Necessary and Reasonable. Company Parent agrees that the covenants provided for in Section 4.4 hereof are necessary and reasonable in order to protect the Company in the conduct of its business, to protect the trade secrets and other proprietary information of the Company and to protect the Company in the utilization of the assets, tangible and intangible, including the goodwill of the Company.
Sample 1
Necessary and Reasonable. Members agree that the covenants provided for in Section 4.4 hereof are necessary and reasonable in order to protect the Company and the Surviving Company in the conduct of its mobile billboard truck business, to protect the trade secrets and other proprietary information of the Company and the Surviving Company and to protect the Company and the Surviving Company in the utilization of the assets, tangible and intangible, including the goodwill of the Company and the Surviving Company.
Sample 1

Related to Necessary and Reasonable

  • Necessary Acts Each party to this Agreement shall perform any further acts and execute and deliver any additional agreements, assignments or documents that may be reasonably necessary to carry out the provisions or to effectuate the purpose of this Agreement.

  • 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.

  • Fair and Reasonable The Contractor has carefully examined and analyzed the Site, the Contract Documents, and all known factors related to his ability to complete this project within the Contract Time stipulated. By submitting his bid for this project, the Contractor agrees that the stipulated Contract Time is fair and reasonable.

  • Necessary Actions Subject to the terms and conditions herein provided, each of the parties hereto agree to use all reasonable efforts to take, or cause to be taken, all action, and to do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. In the event at any time after the Closing, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and/or directors of GG or GOLF, as the case may be, shall take all such necessary action.

  • Necessary Action Whenever any Partner exercises any option or right to purchase a Partnership Interest pursuant to this Agreement, the selling Partner shall do all things and execute and deliver all deeds, conveyance and other instruments to consummate such purchase and effect a valid transfer of the Partnership Interest.

  • Additional Agreements; Reasonable Efforts Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in the preparation and filing of the Proxy Statement and the 8-K, any filings that may be required under the HSR Act, and any amendments to any thereof; (ii) obtaining consents of all third parties and Governmental Entities necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement; (iii) contesting any legal proceeding relating to the Merger and (iv) the execution of any additional instruments necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, CIA and COPSIL agree to use all reasonable efforts to cause the Effective Time to occur as soon as practicable after the stockholder votes with respect to the Merger. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action.

  • Agreement to Perform Necessary Acts Each party agrees to perform any further acts and execute and deliver any further documents which may be reasonably necessary or otherwise reasonably required to carry out the provisions of this Agreement.

  • Restrictions Reasonable The Participant acknowledges that the restrictive covenants under this Section 9, for which the Participant received valuable consideration from the Company as provided in this Award Agreement, including, but not limited to the Company’s agreement to provide the Participant with Confidential Information regarding the Company and the Company’s business are ancillary to otherwise enforceable provisions of this Award Agreement that the consideration provided by the Company gives rise to the Company’s interest in restraining the Participant from competing and that the restrictive covenants are designed to enforce the Participant’s consideration or return promises under this Award Agreement. Additionally, the Participant acknowledges that these restrictive covenants contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including, but not limited to, the Company’s need to protect its Confidential Information.

  • Further Action; Reasonable Best Efforts (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required to take any such action if such action would result in or may be reasonably likely to result in a Company Material Adverse Effect.

  • Reasonable I agree and acknowledge that the time limitation on the restrictions in this paragraph, combined with the geographic scope, is reasonable. I also acknowledge and agree that this paragraph is reasonably necessary for the protection of Company’s Proprietary Information as defined in paragraph 1.2 herein, that through my employment I shall receive adequate consideration for any loss of opportunity associated with the provisions herein, and that these provisions provide a reasonable way of protecting Company’s business value which will be imparted to me. If any restriction set forth in this paragraph 4 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

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