Reasonableness and Relief Sample Clauses

Reasonableness and Relief. Employee agrees that the covenants contained herein are reasonable and necessary means to protect the Company’s interests in its goodwill, Trade Secrets, Confidential Information and intellectual property and that they will not unreasonably interfere with his/her ability to earn a living should his/her employment be terminated. Employee agrees that any breach by him/her of these covenants will cause irreparable harm and injury to the Company and will leave it with no adequate remedy at law. Employee agrees that such a breach will entitle the Company to, among other appropriate relief, injunctive relief in any appropriate court without the necessity of posting a bond.
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Reasonableness and Relief. Sellers acknowledge that the restrictions contained in this Agreement are a material and substantial part of the Transaction contemplated by this Agreement (supported by adequate consideration), and are fair, reasonable and necessary for the protection of the Purchaser’s and the Acquired Companies’ legitimate business interests. Each Seller further acknowledges that: (a) each Seller is deriving substantial economic benefit from the sale of equity in the Acquired Companies to Purchaser in connection with the Transaction; (b) each Seller is entering into this Agreement solely in connection with the sale of equity in the Acquired Companies and not in connection with any contemplated employment with Purchaser or any of its Affiliates; and (c) a breach of any of such covenants or any other provision of this Section 7.7 will result in irreparable harm and damage to the Purchaser, the Acquired Companies, or their Affiliates that cannot be adequately compensated by a monetary award. Accordingly, it is expressly agreed that in addition to all other remedies available at law or in equity (including, without limitation, money damages from any Seller), Purchaser shall be entitled to a temporary restraining order, preliminary injunction or such other form of injunctive or equitable relief as may be used by any court of competent jurisdiction to restrain or enjoin any Seller from breaching any such covenant or provision or to specifically enforce the provisions hereof, without the need to post any bond or other security. Purchaser and the Sellers agree that each Seller shall be severally liable for any such Seller’s breach of the provisions of this Section 7.7, and shall not be jointly liable for any other Seller’s breach of this Section 7.7 except to the extent such non-breaching Seller contributed in some way to or conspired with the breaching Seller with respect to such other Seller’s breach of this Section 7.7.
Sample 1Sample 2See All (4)
Reasonableness and Relief. You acknowledge that the restrictions contained in this Agreement are fair, reasonable and necessary for the protection of the Company Group’s legitimate business interests, including to preserve and protect the Company Group’s interests in its confidential and proprietary information and trade secrets, and to protect the goodwill of the Company Group, and that the Company Group will suffer irreparable harm in the event of any actual or threatened breach by you. Therefore, you consent to the entry of a restraining order, preliminary injunction or other preliminary, provisional or permanent court order to enforce this Agreement without the need for CBRE to post a bond or other security that might be required in connection with such relief. You also agree that any request for such relief by us will be in addition and without prejudice to any claim for monetary damages that we might elect to assert.
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Reasonableness and Relief. Tolling. Employee agrees that the covenants contained herein are reasonable and necessary means to protect MCNA’s interests in its goodwill, Trade Secrets, Confidential Information, and intellectual property and that they will not unreasonably interfere with his/her ability to earn a living should his/her employment be terminated. Employee agrees that any breach by him/her of these covenants will cause irreparable harm and injury to MCNA and will leave it with no adequate remedy at law. Employee agrees that such a breach will entitle MCNA to, among other appropriate relief, injunctive relief in any appropriate court without the necessity of posting a bond and reasonable attorneys’ fees and costs. If any violation of the provisions of Paragraphs 7, 8, or 9 of this Agreement occur, Employee acknowledges and agrees that such post-termination restrictions shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation. Mimecast Services Limited Xxxxx 0, 00 Xxxxxxxxx Xxxxxxxxx, 000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxxx Xxxxxx Xxxx, Xxxxx 0, The Powerhouse, Queens Road, CityPoint, One Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx Xxx 0000 Xxxxxxxxx, XX 00000 000 Xxxxxx Xxxx, Xxxxxxxxxx, 2031 St Helier, Jersey, JE2 3AP Xxxxxx, XX0X 0XX tel: 0000 000 000 tel: +00 000-000-0000 tel: +00 (0)000 000 000 tel: +00 (0)000 000 0000 tel: +00 (0)000 000 0000 international: +00 0 0000 0000 email: xxxx@xxxxxxxx.xxx email: xxxx@xxxxxxxx.xx.xx email: xxxx@xxxxxxxx-xxxxxxxx.xxx email: xxxx@xxxxxxxx.xxx email: xxxx@xxxxxxxx.xxx.xx xxx.xxxxxxxx.xxx Mimecast Limited Mimecast Limited is a company registered in England and wales Registered office Number 4693693 VAT Number GB 123 4197 34
Sample 1
Reasonableness and Relief. Employee agrees that the covenants contained herein are reasonable and necessary means to protect the Company's interests in its goodwill, Trade Secrets, Confidential Information and intellectual property and that they will not unreasonably interfere with his or her ability to earn a living should his or her employment be terminated. Employee agrees that any breach by him or her of these covenants will cause irreparable harm and injury to the Company and will leave it with no adequate remedy at law. Employee agrees that, in the event that such a breach occurs, the Company will be entitled to recover any remedy permitted under applicable law in addition to any remedy provided herein, including, among other appropriate relief, injunctive relief in any appropriate court without the necessity of posting a bond.
Sample 1

Related to Reasonableness and Relief

  • Reasonableness of Covenants In signing this Agreement, the Employee gives the Company assurance that the Employee has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 hereof. The Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Employee from obtaining other suitable employment during the period in which the Employee is bound by the restraints. The Employee acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee further covenants that the Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10, and that the Employee will reimburse the Company and its affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 10 if the Employee challenges the reasonableness or enforceability of the provisions of this Section 10. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the Employee’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 10.

  • Reasonableness of Restrictive Covenants (a) Executive acknowledges that the covenants contained in Sections 8.1 and 8.2 are reasonable in the scope of the activities restricted, the geographic area covered by the restrictions, and the duration of the restrictions, and that such covenants are reasonably necessary to protect the Company's legitimate interests in its Confidential Information and in its relationships with its employees, customers and suppliers. Executive further acknowledges such covenants are essential elements of this Agreement and that, but for such covenants, the Company would not have entered into this Agreement. (b) The Company and Executive have each consulted with their respective legal counsel and have been advised concerning the reasonableness and propriety of such covenants. Executive acknowledges that his observance of the covenants contained in Sections 8.1 and 8.2 will not deprive him of the ability to earn a livelihood or to support his dependents.

  • Reasonableness In the event that the provisions of this Section 10 shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.

  • Reasonableness of Restrictions 2.4.1 Employee has carefully read and considered the provisions of Article 2 hereof and, having done so, agrees that the restrictions set forth in such Article (including, but not limited to, the time period of restriction and the geographical areas of restriction set forth in Article 2 hereof) are fair and reasonable and are reasonably required for the protection of the interest of Company, its officers, directors and other employees. 2.4.2 In the event that, notwithstanding the foregoing, any of the provisions of Article 2 hereof shall be held to be invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. In the event that any provision of Article 2 relating to time period and/or areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, said time period and/or areas of restriction shall be deemed to become and thereafter be the maximum time period and/or areas which such court deems reasonable and enforceable.

  • Reasonableness of Price The Contractor demonstrated that all the New York maximum not to exceed rates are reasonable. In accordance with Appendix B, section 17, Pricing, Contractor shall notify OGS when it provides pricing for its consulting services upon the same or similar terms and conditions as that of this Contract at a lower price to a federal, state or local governmental entity.

  • Intent of the Parties; Reasonableness The Seller, Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Article Three of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the Sponsor, the Administrator nor the Issuer shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

  • No Waiver by Course of Conduct No Secured Party shall by any act (except by a written instrument pursuant to Section 8.5), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

  • Arbitration Provisions 1. Within fifteen (15) duty days of its notice to the Superintendent, the Association shall request the Federal Mediation and Conciliation Service (FMCS) to submit a panel of seven arbitrators who are qualified to hear public sector grievances or may jointly agree to set up a panel of arbitrators from which to make a choice. Upon receipt of the panel, the parties shall select, within twenty-one (21) calendar days, an arbitrator by the alternate striking method or other mutually agreeable method, and shall notify the FMCS of the arbitrator selected. The parties shall not be precluded from mutually agreeing on an arbitrator not on the panel. 2. If for some reason the arbitrator will be unable to serve or the parties mutually agree that no person on the panel is suitable, the parties shall jointly request the FMCS to submit a new panel of seven arbitrators from which an arbitrator will be selected in the same manner. 3. Arbitration hearings shall be scheduled within sixty (60) calendar days of selection unless the parties agree to extend the timeline or the arbitrator is unavailable within the timeline. All arbitration proceedings shall be conducted under and governed by the rules of the FMCS. 4. The parties agree to accept the arbitrator’s award as binding upon them. 5. The parties shall share equally the cost of arbitration. 6. Should either party request a stenographic transcript of the proceedings, then that party will bear the full costs for said transcript. If both parties mutually agree to a stenographic transcript, then the cost of said transcript will be divided equally between the parties. 7. The arbitrator’s decision shall be in writing and shall set forth his/her findings of fact, reasoning and conclusions on issues submitted.

  • Effectiveness of Agreement This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

  • Compliance with Court Orders In the event that any escrow property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Agreement, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, entity, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

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