Reasonable Covenants. It is expressly understood by and between the Company and the Executive that the covenants contained in this Section 7 are an essential element of this Agreement and that but for the agreement by the Executive to comply with these covenants and thereby not to diminish the value of the organization and goodwill of the Company or any affiliate of the Company, if any, including, without limitation relations with their employees, suppliers, customers and accounts, the Company would not enter into this Agreement. The Executive acknowledges that he has been given the opportunity to independently consult with his legal counsel and agrees that such covenants are reasonable and proper.
Reasonable Covenants. Executive acknowledges and agrees that the covenants set forth in this Section 5 are necessary and reasonable to protect the Company and the conduct of its business and are a fair and reasonable restraint on Executive in light of the activities and business of the Company on the date of execution of this Agreement and the future plans of the Company; and that such covenants also be construed and enforced in light of the activities and business of the Company (including business activities in the planning stage) on the date of termination of Executive’s employment with the Company. Executive acknowledges that he will not suffer any undue hardship as a result of the covenants set forth in Sections 4, 5 and 6 and that he will be able to pursue his occupation nothwithstanding his obligations under Sections 4, 5 and 6.
Reasonable Covenants. Executive acknowledges and agrees that the covenants set forth in this Section 5 are necessary and reasonable to protect the Company and the conduct of its business and are a fair and reasonable restraint on Executive in light of the activities and business of the Company on the date of execution of this Agreement and the future plans of the Company; and that such covenants also be construed and enforced in light of the activities and business of the Company (including business activities in the planning stage) on the date of termination of Executive’s employment with the Company
Reasonable Covenants. The Selling Parties (including the Non-Compete Parties) agree that each of the covenants set forth in this Section 4.5 is reasonable with respect to its scope, duration and geographic area.
Reasonable Covenants. The Parties agree that the duration and scope of the covenants set forth in this Section 2.5 are reasonable. In the event that the arbitrator or any court determines that the duration or scope of any such provision is unreasonable and that any such provision is to that extent unenforceable, the Parties agree that such provision shall remain in full force and effect for the greatest time period and to the greatest scope that would not render it unenforceable. The Parties intend that the provisions of this Section 2.5 shall be deemed to be a series of separate covenants, one for each and every product and jurisdiction where such provision is intended to be effective.
Reasonable Covenants. Executive acknowledges that the Company is engaged in business globally and that the marketplace for the Company’s products and services is global. Executive further covenants and agrees that the geographic scope, length of term, and types of activities restrictions contained in this Agreement are reasonable and necessary to protect the legitimate business interests of the Company because of the scope of the Company’s business and Executive’s position with the Company. Executive further acknowledges that these restrictions are reasonable and necessary and will not prevent Executive from being gainfully employed. Executive also consents to the Company providing any person or entity with information about Executive’s post-employment restrictions under this Agreement.
Reasonable Covenants. The Seller and each Principal (on behalf of themselves and any applicable Non-Compete Party) agree that each of the covenants set forth in this Section 6.6 is reasonable with respect to its scope, duration and geographic area.
Reasonable Covenants. The Covenantors have been fully advised by counsel in connection with the negotiation, preparation, execution and delivery of this Agreement, the Exchange Agreement, and the transactions contemplated by those agreements. The Covenantors agree that MDSI would not engage in any of the transactions contemplated by the Exchange Agreement and this Agreement without the benefit of each of the restrictive covenants and agreements contained herein. Accordingly, the Covenantors agree to be bound by the noncompetition agreement and the other restrictive covenants and agreements contained in this Agreement to the maximum extent permitted by law, it being the intent and spirit of the parties that the noncompetition agreement and the other restrictive covenants and agreements contained herein shall be valid and enforceable in all respects.
Reasonable Covenants. Executive acknowledges that the restrictions contained in Section 5 are reasonable and necessary to protect the legitimate interests of the Company and its Affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section will result in irreparable injury to the Company. Executive represents and acknowledges that (i) Executive has been advised by the Company to consult Executive’s own legal counsel in respect of this Agreement and (ii) Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive’s counsel.
Reasonable Covenants. It is expressly understood and agreed that although Seller and JBI consider the restrictions contained in Section 2 of this Agreement to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Seller, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable (provided that in no event shall any such amendment broaden the time period or scope of any restriction herein). Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
