Common use of Participant Covenants Generally Clause in Contracts

Participant Covenants Generally. (i) The Participant’s covenants as set forth in this Section 7 are from time to time referred to herein as the “Participant Covenants.” If any of the Participant Covenants is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such Participant Covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining Participant Covenants shall not be affected thereby; provided, however, that if any of the Participant Covenants is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Participant Covenant will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. (ii) The Participant understands that the foregoing restrictions may limit Participant’s ability to earn a livelihood in a business similar to the business of the Company and its controlled affiliates, but the Participant nevertheless believes that Participant has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder to clearly justify such restrictions which, in any event (given Participant’s education, skills and ability), the Participant does not believe would prevent Participant from otherwise earning a living. The Participant has carefully considered the nature and extent of the restrictions placed upon Participant by this Section 7, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of the Participant.

Participant Covenants Generally. (i) The Participant’s covenants as set forth in this Section 7 8 are from time to time referred to herein as the “Participant Covenants.” If any of the Participant Covenants is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such Participant Covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining Participant Covenants shall not be affected thereby; provided, however, that if any of the Participant Covenants is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Participant Covenant will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. (ii) The Participant understands that the foregoing restrictions may limit the Participant’s ability to earn a livelihood in a business similar to the business of the Company and its controlled affiliates, but the Participant nevertheless believes that the Participant has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder to clearly justify such restrictions which, in any event (given the Participant’s education, skills and ability), the Participant does not believe would prevent the Participant from otherwise earning a living. The Participant has carefully considered the nature and extent of the restrictions placed upon the Participant by this Section 78, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of the Participant.

Participant Covenants Generally. (i) The Participant’s covenants as set forth in this Section 7 8 are from time to time referred to herein as the “Participant Covenants.” If any of the Participant Covenants is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such Participant Covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining Participant Covenants shall not be affected thereby; provided, however, that if any of the Participant Covenants is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Participant Covenant will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. (ii) The Participant understands that the foregoing restrictions may limit Participant’s ability to earn a livelihood in a business similar to the business of the Company and its controlled affiliates, but the Participant nevertheless believes that Participant has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder to clearly justify such restrictions which, in any event (given Participant’s education, skills and ability), the Participant does not believe would prevent Participant from otherwise earning a living. The Participant has carefully considered the nature and extent of the restrictions placed upon Participant by this Section 78, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of the Participant.

Participant Covenants Generally. (i) The Participant’s covenants as set forth in this Section 7 3.3 are from time to time referred to herein as the “Participant Covenants.” If any of the Participant Covenants is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such Participant Covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining Participant Covenants shall not be affected thereby; provided, however, that if any of the Participant Covenants is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Participant Covenant will shall be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. (ii) The Participant acknowledges that the Company and its Affiliates have (A) expended and will continue to expend substantial amounts of time, money and effort to develop business strategies, employee, customer and other relationships and goodwill to build an effective organization, and (B) a legitimate business interest in and right to protect their Confidential Information, goodwill and employee, customer and other relationships. (iii) Participant understands that the foregoing restrictions Participant Covenants may limit Participant’s ability to earn a livelihood in a business similar to the business of the Company, and Participant represents that his or her experience and capabilities are such that he has other opportunities to earn a livelihood and adequate means of support for himself and his or her dependents. (iv) Any termination of (A) Participant’s employment, (B) the Employment Period or (C) this Agreement shall have no effect on the continuing operation of this Section 3.3. (v) Participant acknowledges that the Company would be irreparably injured by a violation of this Section 3.3 and its controlled affiliatesthat it is impossible to measure in money the damages that will accrue to the Company by reason of a failure by Participant to perform any of his or her obligations under this Section 3.3. Accordingly, but if the Company institutes any action or proceeding to enforce any of the provisions of this Section 3.3, to the extent permitted by applicable law, Participant nevertheless believes hereby waives the claim or defense that the Company has an adequate remedy at law, and Participant has received and will receive sufficient consideration shall not urge in any such action or proceeding the defense that any such remedy exists at law. Furthermore, in addition to other remedies that may be available, the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to specific performance and other benefits as an employee of injunctive relief, without the Company and as otherwise provided hereunder requirement to clearly justify such restrictions whichpost bond, in any event court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in this Section 3.3. The Restricted Period shall be tolled during (given Participant’s education, skills and abilityshall be deemed automatically extended by) any period during which Participant is in violation of the provisions of Section 3.3(c) or (d), the Participant does not believe would prevent Participant from otherwise earning a living. The Participant has carefully considered the nature and extent of the restrictions placed upon Participant by this Section 7, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of the Participantas applicable.