Common use of Reasonableness of Covenants Clause in Contracts

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 Covenants. In signing this Agreement, the Employee including by electronic means, Executive gives the Company assurance that the Employee Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 hereofby it. The Employee Executive 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 Executive from obtaining other suitable employment during the period in which the Employee Executive is bound by the restraints. The Employee Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Executive further covenants that the Employee Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10Agreement, and that the Employee Executive 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 Agreement if either the Employee Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Section 10Agreement. It is also agreed that the "Company" as used in this Agreement refers to each of the Company’s affiliates 's Subsidiaries and Affiliates and that each of the Company's s Subsidiaries and Affiliates will have the right to enforce all of the Employee’s Executive's obligations to that affiliate Subsidiary or Affiliate under this Agreement, including without as applicable, subject to any limitation pursuant to this Section 10or restriction on such rights of the Subsidiary or Affiliate under applicable law.

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 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 hereof9. 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 of 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 109. 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 109.

Reasonableness of Covenants. In signing this Agreement, the Employee Executive gives the Company assurance that the Employee Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 9 hereof. The Employee Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information trade secrets and 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 Executive from obtaining other suitable employment during the period in which the Employee Executive is bound by the restraints. The Employee Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in Section 9(b) hereof, the Executive will provide a copy of Section 9 of this Agreement to such entity, and the Company shall be entitled to share a copy of Section 9 of this Agreement to such entity or any other entity to which the Executive performs services. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Executive further covenants that the Employee Executive 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 109. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 109.

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 Agreement and the restraints imposed under this Section 10 hereofon the Employee’s conduct hereunder. The Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information trade secrets and 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 10Agreement. 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 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 any 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 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 11 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 1011. 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 1011.

Reasonableness of Covenants. In signing this Agreement, the Employee gives the Company Group 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 9 hereof. The Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company Group 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 Group 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 109. 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 109.

Reasonableness of Covenants. In signing this Agreement, the Employee Participant gives the Company assurance that the Employee Participant 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 Exhibit A. Participant agrees that these restraints are necessary for the reasonable and proper protection of the Company Xxxxxxx Companies and its their affiliates and their Confidential Information trade secrets and 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 Participant from obtaining other suitable employment during the period in which the Employee Participant is bound by the restraints. The Employee Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Xxxxxxx Companies and its their affiliates and that the Employee Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Participant further covenants that the Employee Participant will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10Exhibit A, and that the Employee Participant will reimburse the Company and its affiliates Xxxxxxx Companies for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 10 Exhibit A if the Employee either any Xxxxxxx Company or any of their affiliates prevails on any material issue involved in such dispute or if Participant challenges the reasonableness or enforceability of any of the provisions of this Section 10. Exhibit A. It is also agreed that each of the Company’s affiliates Xxxxxxx Company will have the right to enforce all of the EmployeeParticipant’s obligations to that affiliate such person or entity under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 10.Exhibit A.

Reasonableness of Covenants. In signing this Agreement, the Employee gives the Company and Holdco 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 hereof9. The Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company Company, Holdco and its their respective affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to of 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 Company, Holdco and its their respective 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 109. It is also agreed that each of the Company’s and Holdco’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 109.

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 9 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 109, 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 9 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Employee challenges the reasonableness or enforceability of any of the provisions of this Section 109. 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 109.

Reasonableness of Covenants. In signing this Agreement, the Employee including by electronic means, Executive gives the Company assurance that the Employee Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 hereofby it. The Employee Executive 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 Executive from obtaining other suitable employment during the period in which the Employee Executive is bound by the restraints. The Employee Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Executive further covenants that the Employee Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10Agreement, and that the Employee Executive 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 Agreement if either the Employee Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Section 10Agreement. It is also agreed that the “Company” as used in this Agreement refers to each of the Company’s affiliates Subsidiaries and Affiliates and that each of the Company’s Subsidiaries and Affiliates will have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate Subsidiary or Affiliate under this Agreement, including without as applicable, subject to any limitation pursuant to this Section 10or restriction on such rights of the Subsidiary or Affiliate under applicable law.

Reasonableness of Covenants. In signing this Agreement, the Employee Executive gives the Company assurance that the Employee Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 hereof10. The Employee Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates subsidiaries 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 Executive from obtaining other suitable employment during the period in which the Employee Executive is bound by the restraints. The Employee Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in Section 10(b), the Executive will provide a copy of this Agreement to such entity, and such entity will acknowledge to the Company in writing that it has read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates subsidiaries and that the Employee Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Executive further covenants agrees that the Employee Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10, and that the Employee Executive will reimburse the Company and its affiliates subsidiaries 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 Executive challenges the reasonableness or enforceability of any of the provisions of this Section 10. It is also agreed that each of the Company’s affiliates subsidiaries will have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate subsidiary under this Agreement, including including, without limitation limitation, pursuant to this Section 10.

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 hereof10. 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 Covenants. In signing this Agreement, the Employee including by electronic means, Executive gives the Company assurance that the Employee Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 hereofby it. The Employee Executive 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 Executive from obtaining other suitable employment during the period in which the Employee Executive is bound by the restraints. The Employee Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Executive further covenants that the Employee Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10Agreement, and that the Employee Executive 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 Agreement if either the Employee Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Section 10Agreement. It is also agreed that the “Company” as used in this Agreement refers to each of the Company’s affiliates Subsidiaries and Affiliates and that each of the Company’s s Subsidiaries and Affiliates will have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate Subsidiary or Affiliate under this Agreement, including without as applicable, subject to any limitation pursuant to this Section 10or restriction on such rights of the Subsidiary or Affiliate under applicable law.

Reasonableness of Covenants. In signing this Agreement, the Employee Participant gives the Company assurance that the Employee Participant has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 11 hereof. The Employee Participant 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 Participant from obtaining other suitable employment during the period in which the Employee Participant is bound by the restraints. The Employee Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant is subject to the constraints in Section 11(a) hereof, the Participant will provide a copy of Section 11 of this Agreement to such entity. The Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Participant further covenants that the Employee Participant will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 1011, and that the Employee Participant 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 11 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Employee Participant challenges the reasonableness or enforceability of any of the provisions of this Section 1011. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the EmployeeParticipant’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 1011.

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 's affiliates will have the right to enforce all of the Employee’s 's obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 10.

Reasonableness of Covenants. In signing this Agreement, the Employee Executive gives the Company assurance that the Employee Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 hereof9. The Employee Executive 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 of subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Employee Executive from obtaining other suitable employment during the period in which the Employee Executive 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 Executive covenants that the Employee Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 109, and that the Employee Executive 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 9 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Employee Executive challenges the reasonableness or enforceability of any of the provisions of this Section 109. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 109.

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 9 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 109. It is also agreed that each of the Company’s 's affiliates will have the right to enforce all of the Employee’s 's obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 109.

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 hereof10. The Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to of 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 Covenants. In signing this Agreement, the Employee Executive gives the Company assurance that the Employee Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 hereofby it. The Employee Executive 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 Executive from obtaining other suitable employment during the period in which the Employee Executive is bound by the restraints. The Employee Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Executive further covenants that the Employee Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10Agreement, and that the Employee Executive 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 Agreement if either the Employee Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Section 10Agreement. It is also agreed that the “Company” as used in this Agreement refers to each of the Company’s affiliates Subsidiaries and Affiliates and that each of the Company’s s Subsidiaries and Affiliates will have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate Subsidiary or Affiliate under this Agreement, including without as applicable, subject to any limitation pursuant to this Section 10or restriction on the such rights of the Subsidiary or Affiliate under applicable law.

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 including, without limitation, the restraints imposed under this Section 10 hereof10. 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 of 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 including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 10 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Employee challenges the reasonableness or enforceability of any 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 including, without limitation limitation, pursuant to this Section 10.

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 hereof9. 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 of 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 109. 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 including, without limitation limitation, pursuant to this Section 109.

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 hereofherein. The Employee agrees acknowledges that these the restraints set forth herein are reasonable and necessary for the reasonable and proper protection of legitimate business interests of the Company Group, including (without limitation) the protection of the Company Group’s goodwill and its affiliates the Confidential Information. It is agreed by the parties that if any portion of this Agreement is held to be unreasonable, arbitrary or against public policy, these covenants shall be considered to be diminishable both as to time and their Confidential Information geographical area, and that each and every one month of the restraints is reasonable in respect to subject matter, length specific period shall be deemed a separate period of time and geographic areaeach square mile shall be deemed a separate geographical area and shall remain effective so long as the same is not otherwise unreasonable, and that these restraints, individually arbitrary 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 restraintsagainst public policy. The Employee acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates Group 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 10herein, 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 Agreement if either the Company prevails on any material issue involved in such dispute or if the Employee challenges the reasonableness or enforceability of any of the provisions of this Section 10Agreement. It is also agreed that each of the Company’s affiliates Company Group Member will have the right to enforce all of the Employee’s obligations to that affiliate such Company Group Member under this AgreementAgreement on the same terms afforded to the Company, including without limitation pursuant and that each such member of the Company Group is expressly contemplated to this Section 10be a third-party beneficiary hereunder.

Reasonableness of Covenants. In signing this Agreement, the Employee Executive gives the Company assurance that the Employee Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 9 hereof. The Employee Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company Group and its affiliates trade secrets and their Confidential Information 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 Executive from obtaining other suitable employment during the period in which the Employee Executive is bound by the restraints. The Employee Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in Section 9(b) hereof, the Executive will provide a copy of this Agreement (including, without limitation, this Section 9) to such entity, and the Company shall be entitled to share a copy of this Agreement (including, without limitation, this Section 9) to such entity or any other entity to which the Executive performs services, and such entity shall acknowledge to the Company in writing that it has read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates Group and that the Employee Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Executive further covenants that the Employee Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 109, and that the Employee Executive will reimburse the Company and its affiliates Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 10 9 if any member of the Company Group prevails on any material issue involved in such dispute or if the Employee Executive challenges the reasonableness or enforceability of any of the provisions of this Section 109. It is also agreed that each member of the Company’s affiliates Company Group will have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate member under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 109.

Reasonableness of Covenants. In signing this Agreement, the Employee Participant gives the Company assurance that the Employee Participant has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 8 hereof. The Employee Participant agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates Subsidiaries and Affiliates and their Confidential Information trade secrets and 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 Participant from obtaining other suitable employment during the period in which the Employee Participant is bound by the restraints. The Employee Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant is subject to the constraints in Section 8(b) hereof, the Participant will provide a copy of Section 8 of this Agreement to such entity, and the Company shall be entitled to share a copy of Section 8 of this Agreement to such entity or any other entity to which the Participant performs services. The Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates Subsidiaries and Affiliates and that the Employee Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Participant further covenants that the Employee Participant 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 108. It is also agreed that each of the Company’s affiliates Subsidiaries and Affiliates will have the right to enforce all of the EmployeeParticipant’s obligations to that affiliate Subsidiary or Affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 108.

Reasonableness of Covenants. In signing this Agreement, the Employee Executive gives the Company assurance that the Employee Executive 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 Executive 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 Executive from obtaining other suitable employment during the period in which the Employee Executive is bound by the restraints. The Employee Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Executive further covenants that the Employee Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10, and that the Employee Executive 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 either the Employee Company and/or its affiliates prevails on any material issue involved in such dispute or if the Executive challenges the reasonableness or enforceability of any 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 EmployeeExecutive’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 10. The Executive acknowledges that the Executive has the right to consult with counsel prior to signing this Agreement and that the Executive has had an opportunity to do so. The Executive further acknowledges that the Executive has been given at least ten (10) business days to consider whether to sign this Agreement.

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 hereof5. 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 of 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 contained in this Section 5 are independent covenants and immeasurable value to shall be enforceable by the Company and its affiliates and regardless of any claims that the Employee has sufficient assets and skills to provide a livelihood while such covenants remain in forceshall have against the Company or any of its affiliates, whether under this Agreement or otherwise. 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 105. 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 105.

Reasonableness of Covenants. In signing this Agreement, the Employee Participant gives the Company assurance that the Employee Participant has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 12 hereof. The Employee Participant 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 Participant from obtaining other suitable employment during the period in which the Employee Participant is bound by the restraints. The Employee Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant is subject to the constraints in Section 12(a) hereof, the Participant will provide a copy of Section 12 of this Agreement to such entity. The Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Participant further covenants that the Employee Participant will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 1012, and that the Employee Participant 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 12 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Employee Participant challenges the reasonableness or enforceability of any of the provisions of this Section 1012. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the EmployeeParticipant’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 1012.

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 8 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, 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 agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Employee is subject to the constraints in Section 8(b) hereof, the Employee will provide a copy of the relevant provisions of this Agreement (including, without limitation, this Section 8) to such entity. 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 108. 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 108. The Company acknowledges that, to the extent it has an obligation to pay an amount for the restrictions in Section 8(b) hereof to be valid, if it does not timely pay such amounts it will not try to assert such restrictive covenants and further, when the restrictive covenants do not apply, it shall not try to assert inevitable disclosure of Confidential Information to prevent the Employee’s activities.

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 9 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 109 , 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 9 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Employee challenges the reasonableness or enforceability of any of the provisions of this Section 109. 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 109.

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 hereof10. 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 of 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 109. It is also agreed that each of the Company’s affiliates will have the right to seek to enforce all of the Employee’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 109.

Reasonableness of Covenants. In signing this Agreement, the Employee Executive gives the Company assurance that the Employee Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 9 hereof. The Employee Executive 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 Executive from obtaining other suitable employment during the period in which the Employee Executive is bound by the restraints. The Employee Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in Section 9(a) hereof, the Executive will provide a copy of Section 9 of this Agreement to such entity. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Executive further covenants that the Employee Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 109, and that the Employee Executive 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 9 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Employee Executive challenges the reasonableness or enforceability of any of the provisions of this Section 109. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 109.

Reasonableness of Covenants. In signing this Agreement, the Employee Executive gives the Company assurance that the Employee Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 11 hereof. The Employee Executive 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 Executive from obtaining other suitable employment during the period in which the Employee Executive is bound by the restraints. The Employee Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Executive further covenants that the Employee Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 1011, and that the Employee Executive 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 11 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Employee Executive challenges the reasonableness or enforceability of any of the provisions of this Section 1011. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 11. The Executive acknowledges that the Executive has the right to consult with counsel prior to signing this Agreement and that the Executive has had an opportunity to do so. The Executive further acknowledges that the Executive has been given at least ten (10) business days to consider whether to sign this Agreement.

Reasonableness of Covenants. In signing this Agreement, the Employee Participant gives the Company assurance that the Employee Participant 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 Exhibit A. Participant agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates Carvana Companies and their Confidential Information Affiliates and their trade secrets and 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 Participant from obtaining other suitable employment during the period in which the Employee Participant is bound by the restraints. The Employee Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Carvana Companies and its affiliates their Affiliates and that the Employee Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Participant further covenants that the Employee Participant will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10Exhibit A, and that the Employee Participant will reimburse the Company and its affiliates Carvana Companies for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 10 Exhibit A if the Employee challenges either any Carvana Company or any of their Affiliates prevails on any material issue involved in such dispute or if Participant challenge the reasonableness or enforceability of any of the provisions of this Section 10. Exhibit A. It is also agreed that each of the Company’s affiliates Carvana Company and its Affiliates will have the right to enforce all of the EmployeeParticipant’s obligations to that affiliate such Person under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 10.Exhibit A.

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 11 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 1011, 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 11 if the Employee challenges the reasonableness or enforceability of any of the provisions of this Section 1011. 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 1011.

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 ‎11 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 10‎11, 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 ‎11 if the Employee challenges the reasonableness or enforceability of any of the provisions of this Section 10‎11. 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 10‎11.

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 hereof9. 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 of 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 109. 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 including, without limitation limitation, pursuant to this Section 10.9. (h)

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 8 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 agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Employee is subject to the constraints in Section 8(b) hereof, the Employee will provide a copy of the relevant provisions of this Agreement (including, without limitation, this Section 8) to such entity. 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 108. 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 108. The Company acknowledges that, to the extent it has an obligation to pay an amount for the restrictions in Section 8(b) hereof to be valid, if it does not timely pay such amounts it will not try to assert such restrictive covenants and further, when the restrictive covenants do not apply, it shall not try to assert inevitable disclosure of Confidential Information to prevent the Employee’s activities.

Reasonableness of Covenants. In signing this Agreement, the Employee Participant gives the Company assurance that the Employee Participant 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 Exhibit B. Participant agrees that these restraints are necessary for the reasonable and proper protection of the Company Xxxxxxx Companies and its their affiliates and their Confidential Information trade secrets and 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 Participant from obtaining other suitable employment during the period in which the Employee Participant is bound by the restraints. The Employee Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Xxxxxxx Companies and its their affiliates and that the Employee Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Participant further covenants that the Employee Participant will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10Exhibit B, and that the Employee Participant will reimburse the Company and its affiliates Xxxxxxx Companies for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 10 Exhibit B if the Employee either any Xxxxxxx Company or any of their affiliates prevails on any material issue involved in such dispute or if Participant challenges the reasonableness or enforceability of any of the provisions of this Section 10. Exhibit B. It is also agreed that each of the Company’s affiliates Xxxxxxx Company will have the right to enforce all of the EmployeeParticipant’s obligations to that affiliate such person or entity under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 10.Exhibit B.

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 11 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 FPI CONFIDENTIAL 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 1011. 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 1011.

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 6 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 106. 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 106.

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 11 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 1011. 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 10.11. FPI CONFIDENTIAL

Reasonableness of Covenants. In signing this Agreement, the Employee Participant gives the Company assurance that the Employee Participant has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 8 hereof. The Employee Participant agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates Subsidiaries and Affiliates and their Confidential Information trade secrets and 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 Participant from obtaining other suitable employment during the period in which the Employee Participant is bound by the restraints. The Employee Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant is subject to the constraints in Section 8(b) hereof, the Participant will provide a copy of Section 8 of this Agreement to such entity, and the Company shall be entitled to share a copy of Section 8 of this Agreement to such entity or any other entity to which the Participant performs services. The Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates Subsidiaries and Affiliates and that the Employee Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Participant further covenants that the Employee Participant will not hot 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 108. It is also agreed that each of the Company’s affiliates Subsidiaries and Affiliates will have the right to enforce all of the EmployeeParticipant’s obligations to that affiliate Subsidiary or Affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 108.

Reasonableness of Covenants. In signing this Agreement, the Employee Executive gives the Company assurance that the Employee Executive has carefully read and considered all of the terms and conditions of this AgreementAgreement and the PIA, including the restraints imposed under this Section 10 hereof. The Employee Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information and Work Product 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 Executive from obtaining other suitable employment during the period in which the Employee Executive is bound by the restraints. The Employee Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Executive further covenants that the Employee Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 1010 or contained in the PIA. If any legal action or other proceeding is brought for the enforcement of this Agreement or any agreement or instrument delivered under or in connection with this Agreement, and that the Employee will reimburse the Company and its affiliates for all costs (including prevailing party shall be entitled to recover reasonable attorneys’ fees) fees and other costs incurred in connection with that action or proceeding, in addition to any action other relief to enforce any of the provisions of this Section 10 if the Employee challenges the reasonableness which it or enforceability of the provisions of this Section 10they may be entitled. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate under the PIA and this Agreement, including including, without limitation limitation, pursuant to this Section 10.

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 hereof10. The Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to of 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 further agrees that that the Company would suffer irreparable harm if the Employee fails to comply with the restraints imposed under this Section 10, and that the Company would be entitled to any appropriate relief, including monetary damages, equitable relief and attorneys’ fees. 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.. (i)

Reasonableness of Covenants. In signing this Agreement, the Employee Executive gives the Company assurance that the Employee Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 8 hereof. The Employee Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates Group and their Confidential Information trade secrets and 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 Executive from obtaining other suitable employment during the period in which the Employee Executive is bound by the restraints. The Employee Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Restricted Period, the Executive shall provide a copy of this Agreement (including, without limitation, this Section 8) to such entity, and the Company shall be entitled to share a copy of this Agreement (including, without limitation, this Section 8) with such entity or any other entity to which the Executive performs services, and such entity shall acknowledge to the Company in writing that it has read this Agreement The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates Group and that the Employee Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Executive further covenants that the Employee will Executive shall not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 108, and that the Employee will Executive shall reimburse the Company and its affiliates Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 10 8 if any member of the Company Group prevails on any material issue involved in such dispute or if the Employee Executive challenges the reasonableness or enforceability of any of the provisions of this Section 108. It is also agreed that each member of the Company’s affiliates will Company Group shall have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate such Member under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 108.

Reasonableness of Covenants. In signing this Agreement, the Employee Executive gives the Company assurance that the Employee Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 Sections 5, 6, 7 or 8 hereof, and agrees that he has received sufficient consideration for the enforceability of such Sections. The Employee Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information trade secrets and 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 Executive from obtaining other suitable employment during the period in which the Employee Executive is bound by the restraints. The Employee Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Executive further covenants that the Employee Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10Sections 5, 6, 7 or 8 hereof, and that the Employee Executive 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 Sections 5, 6, 7 or 8 hereof if either the Employee Company and/or its affiliates prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Section 10Sections 5, 6, 7 or 8 hereof. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 10Sections 5, 6, 7 or 8 hereof.

Reasonableness of Covenants. In signing this Agreement, the Employee Executive gives the Company assurance that the Employee Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 hereof7. The Employee Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information trade secrets and 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 Executive from obtaining other suitable employment during the period in which the Employee Executive is bound by the restraints. The Employee Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee Executive further covenants that the Employee Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 107, and that the Employee Executive 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 7 if either the Employee Company and/or any of its affiliates prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Section 107. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 107.

Reasonableness of Covenants. In signing this Agreement, the Employee Executive gives the Company assurance that the Employee Executive 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 Executive agrees that these restraints are may be necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information trade secrets and confidential information and that each and every one of the restraints is may be reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will may not prevent the Employee Executive from obtaining other suitable employment during the period in which the Employee Executive is bound by the restraints. The Employee Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in Section 10(b) hereof, the Executive will provide a copy of the pertinent provisions of this Agreement (including, without limitation, this Section 10) to such entity, and the Company shall be entitled to share a copy of the pertinent provisions of this Agreement (including, without limitation, this Section 10) to such entity or any other entity to which the Executive performs services. The Executive acknowledges that each of these covenants has may have a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee Executive currently 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 EmployeeExecutive’s obligations to that affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 10.

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 agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Employee is subject to the constraints in Section 10(b) hereof, the Employee will provide a copy of this Agreement (including, without limitation, this Section 10) to such entity, and such entity shall acknowledge to the Company in writing that it has read this Agreement. 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 either the Company or its affiliates prevails on any material issue involved in such dispute or if the Employee challenges the reasonableness or enforceability of any 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 Covenants. In signing By executing this AgreementAgreement or re-executing it (as applicable), the Employee gives the Company assurance that the Employee has carefully read and considered all of the terms and conditions of this the Agreement, including the restraints imposed under this Section 10 hereof. The 1 of Exhibit A. Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates Group 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 Group and that the Employee has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee further covenants agrees that the Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 101 of Exhibit A, and that the Employee will reimburse the Company and its affiliates Group 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 1 of Exhibit A due to Employee’s breach of any of the provisions of covenants set forth in this Section 10. 1 of Exhibit A. It is also agreed that each member of the Company’s affiliates Company Group will have the right to enforce all of the Employee’s obligations to that affiliate applicable member under this Agreement, including including, without limitation limitation, pursuant to this Section 10.1 of Exhibit A.

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 hereof10. The Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to of 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 further agrees that that the Company would suffer irreparable harm if the Employee fails to comply with the restraints imposed under this Section 10, and that the Company would be entitled to any appropriate relief, including monetary damages, equitable relief and attorneys’ fees. 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 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 Sections 5, 6, 7 and 8 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 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 10Sections 5, 6, 7 and 8 hereof, 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 Sections 5, 6, 7 and 8 hereof hereof if the Employee challenges the reasonableness or enforceability of the provisions of this Section 10either Company and/or its affiliates prevails on any material issue involved in such dispute. 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 10Sections 5, 6, 7 and 8 hereof.

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 hereof11(f). 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 of 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 1011(f), 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 11(f) if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Employee challenges the reasonableness or enforceability of any of the provisions of this Section 1011(f). 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 1011(f).

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 hereof9. 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 of subject matter, length of time and geographic area, and and A- 16 US-DOCS\91838772.5 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 109. 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 10.9. (h)

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 agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Employee is subject to the constraints in Section 10 hereof, the Employee will provide a copy of this Agreement (including, without limitation, this Section 10) to such entity, and such entity shall acknowledge to the Company in writing that it has read this Agreement. 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 to the Employee maximum extent permitted by applicable law, the prevailing party as determined by the Court 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 either the Company or its affiliates prevails on any material issue involved in such dispute or if the Employee challenges the reasonableness or enforceability of any 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.the

Reasonableness of Covenants. In signing this Agreement, the Employee gives the Company and Holdco 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 hereof9. The Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company Company, Holdco and its their respective affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to of 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 Company, Holdco and its their respective 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 109. It is also agreed that each of the Company’s and Holdco’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 10.9,