Common use of Reasonableness; Enforcement Clause in Contracts

Reasonableness; Enforcement. In signing this agreement, you give the Company assurance that you have carefully read and considered all the terms and conditions of this agreement, including the restraints imposed on you under this Section 3. You agree without reservation that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. You further agree that, were you to breach any of the covenants contained in this Section 3, the damage to the Company and its Affiliates would be irreparable. You therefore agree that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by you of any of those covenants, without having to post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. You and the Company further agree that, in the event that any provision of this Section 3 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. You further agree that the Non-Competition Period shall be tolled, and shall not run, during any period of time in which you are in violation of the terms thereof, in order that the Company and its Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this agreement by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of your employment relationship with the Company, shall operate to extinguish your obligation to comply with Section 3 hereof. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of your obligations to that Affiliate under this agreement, including without limitation pursuant to this Section 3.

Reasonableness; Enforcement. (A) You understand that the provisions of this Paragraph 6(a) may limit your ability to earn a livelihood in a business similar to the business of the Company, but you nevertheless agree and hereby acknowledge that: (1) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company; (2) such provisions contain reasonable limitations as to time and scope of activity to be restrained; (3) such provisions are not harmful to the general public; and (4) such provisions are not unduly burdensome to you. In signing this agreementconsideration of the foregoing and in light of your education, skills and abilities, you give agree that you shall not assert that, and it should not be considered that, any provisions of Paragraph 6(a) otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (B) It is expressly understood and agreed that, although you and the Company assurance consider the restrictions contained in this Paragraph 6(a) to be reasonable, if a judicial determination is made by a court of competent jurisdiction that you have carefully read and considered all the terms and conditions of time or territory or any other restriction contained in this agreementParagraph 6(a) or elsewhere in this Award Agreement is an unenforceable restriction against you, including the restraints imposed on you under this Section 3. You agree without reservation that these restraints are necessary for the reasonable and proper protection provisions of the Company and its Affiliates and that each and every one of the restraints is reasonable in respect Award Agreement shall not be rendered void but shall be deemed amended to subject matter, length of apply as to such maximum time and geographic areaterritory and to such maximum extent as such court may judicially determine or indicate to be enforceable. You further agree thatAlternatively, were you if any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to breach make it enforceable, such finding shall not affect the enforceability of any of the covenants other enforceable restrictions contained in this Section 3, the damage to the Company herein. (C) You acknowledge and its Affiliates would be irreparable. You therefore agree that the Company, in addition to any other ’s remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any at law for a breach or threatened breach by you of any of those covenantsthe provisions of this Paragraph 6(a) would be inadequate, without having to post bondand, and will additionally be entitled to an award in recognition of attorney’s fees incurred in connection with securing any relief hereunder. You and the Company further this fact, you agree that, in the event that any provision of this Section 3 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great such a time, too large a geographic area breach or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. You further agree that the Non-Competition Period shall be tolled, and shall not run, during any period of time in which you are in violation of the terms thereofthreatened breach, in order that the Company and its Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of addition to any provision of this agreement by remedies at law, the Company, without posting any bond, shall be entitled to seek equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other claimed breach of contract or violation of law, or change in the nature or scope of your employment relationship with the Company, shall operate to extinguish your obligation to comply with Section 3 hereof. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of your obligations to that Affiliate under this agreement, including without limitation pursuant to this Section 3equitable remedy which may then be available.

Reasonableness; Enforcement. (1) You understand that the provisions of Sections 1 and 2 may limit your ability to earn a livelihood in a business similar to the business of AIG, but you nevertheless agree and hereby acknowledge that: (A) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of AIG; (B) such provisions contain reasonable limitations as to time and scope of activity to be restrained; (C) such provisions are not harmful to the general public; and (D) such provisions are not unduly burdensome to you. In signing this agreementconsideration of the foregoing and in light of your education, skills and abilities, you give the Company assurance agree that you have carefully read will not assert that, and it should not be considered all that, any provisions of Sections 1 and 2 otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (2) It is agreed that, although you and AIG consider the terms restrictions contained in Sections 1 and conditions 2 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this agreementletter is an unenforceable restriction against you, including the restraints imposed on you under this Section 3. You agree without reservation that these restraints are necessary for the reasonable and proper protection provisions of the Company and its Affiliates and that each and every one of the restraints is reasonable in respect letter will not be rendered void but will be deemed amended to subject matter, length of apply as to such maximum time and geographic areaterritory and to such maximum extent as such court may judicially determine or indicate to be enforceable. You further agree thatAlternatively, were you if any court of competent jurisdiction finds that any restriction contained in this letter is unenforceable and the restriction cannot be amended so as to breach make it enforceable, the finding will not affect the enforceability of any of the covenants other enforceable restrictions contained in this Section herein. (3, the damage to the Company and its Affiliates would be irreparable. ) You therefore agree that the Company, in addition to any other AIG’s remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any at law for a breach or threatened breach by you of any of those covenantsthe provisions of Sections 1 and 2 would be inadequate, without having to post bondand, and will additionally be entitled to an award in recognition of attorney’s fees incurred in connection with securing any relief hereunder. You and the Company further this fact, you agree that, in the event that of such a breach or threatened breach, in addition to any provision of this Section 3 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by remedies at law. You further agree that the Non-Competition Period shall be tolled, and shall not runAIG, during without posting any period bond, will be entitled to obtain equitable relief in the form of time in which you are in violation of the terms thereofspecific performance, in order that the Company and its Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this agreement by the Companytemporary restraining order, temporary or permanent injunction or any other claimed breach of contract or violation of law, or change in the nature or scope of your employment relationship with the Company, shall operate to extinguish your obligation to comply with Section 3 hereof. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of your obligations to that Affiliate under this agreement, including without limitation pursuant to this Section 3equitable remedy which may then be available.

Reasonableness; Enforcement. (i) You understand that the provisions of Sections 1 and 2 may limit your ability to earn a livelihood in a business similar to the business of AIG, but you nevertheless agree and hereby acknowledge that: (A) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of AIG; (B) such provisions contain reasonable limitations as to time and scope of activity to be restrained; (C) such provisions are not harmful to the general public; and (D) such provisions are not unduly burdensome to you. In signing this agreementconsideration of the foregoing and in light of your education, skills and abilities, you give the Company assurance agree that you have carefully read will not assert that, and it should not be considered all that, any provisions of Sections 1 and 2 otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (ii) It is agreed that, although you and AIG consider the terms restrictions contained in Sections 1 and conditions 2 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this agreementletter is an unenforceable restriction against you, including the restraints imposed on you under this Section 3. You agree without reservation that these restraints are necessary for the reasonable and proper protection provisions of the Company and its Affiliates and that each and every one of the restraints is reasonable in respect letter will not be rendered void but will be deemed amended to subject matter, length of apply as to such maximum time and geographic areaterritory and to such maximum extent as such court may judicially determine or indicate to be enforceable. You further agree thatAlternatively, were you if any court of competent jurisdiction finds that any restriction contained in this letter is unenforceable and the restriction cannot be amended so as to breach make it enforceable, the finding will not affect the enforceability of any of the covenants other enforceable restrictions contained in this Section 3, the damage to the Company and its Affiliates would be irreparable. herein. (iii) You therefore agree that the Company, in addition to any other AIG’s remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any at law for a breach or threatened breach by you of any of those covenantsthe provisions of Sections 1 and 2 would be inadequate, without having to post bondand, and will additionally be entitled to an award in recognition of attorney’s fees incurred in connection with securing any relief hereunder. You and the Company further this fact, you agree that, in the event that any provision of this Section 3 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great such a time, too large a geographic area breach or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. You further agree that the Non-Competition Period shall be tolled, and shall not run, during any period of time in which you are in violation of the terms thereofthreatened breach, in order that addition to any remedies at law, AIG, without posting any bond, will be entitled to obtain equitable relief in the Company and its Affiliates shall have all form of the agreed-upon temporal protection recited herein. No breach of any provision of this agreement by the Companyspecific performance, temporary restraining order, temporary or permanent injunction or any other claimed breach of contract or violation of law, or change in the nature or scope of your employment relationship with the Company, shall operate to extinguish your obligation to comply with Section 3 hereof. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of your obligations to that Affiliate under this agreement, including without limitation pursuant to this Section 3equitable remedy which may then be available.