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 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 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 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 Executive is subject to the constraints in Section 9(b) hereof, 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) with such entity or any other entity to which Executive performs services. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates 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 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 Employee challenges the reasonableness or enforceability Company and/or any of the provisions of this Section 10its Affiliates prevails on any material issue involved in such dispute. It is also agreed that each of the Company’s affiliates Affiliates will have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate 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 Award 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 Award 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 10Award Agreement, 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 Award 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 10Award Agreement. It is also agreed that the “Company” as used in this Award 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 Award 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 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 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 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 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 hereofSection. The Employee Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates Group 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 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 Executive is subject to the constraints in this Section, Executive will provide a copy of this Agreement (including, without limitation, this Section) to such entity, and the Company shall be entitled to share a copy of this Agreement (including, without limitation, this Section) with such entity or any other entity to which Executive performs services, and such entity shall acknowledge to the Company in writing that it has read this Agreement. 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 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 10Section. It is also agreed that each of the Company’s affiliates Company Group 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 10Section.

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 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 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 Ultra 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 hereof6 though Section 12. The Employee Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company Ultra 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 Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Ultra 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 Ultra and its affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Sections 6 through Section 10 12 if the Employee Executive challenges the reasonableness or enforceability of any of the provisions of this Section 106 through Section 12. It is also agreed that each of the CompanyUltra’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 106 through Section 12. Upon Executive’s material breach of the provisions of Section 6 through Section 12, Executive will be required to repay the Severance Payment to Ultra.

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 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 hereof11. 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 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 EmployeeExecutive’s obligations to that affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 1011. Executive acknowledges and agrees that the restrictive covenants set forth in this Agreement are independent covenants and shall be in addition to, and shall not supersede or be deemed to be in lieu of, any restrictive covenants set forth in any other agreement between Executive and the Company or its affiliates.

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 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 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 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 Employee Company and/or any of its affiliates is the prevailing party in such dispute or if 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 AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 109. Executive acknowledges and agrees that the restrictive covenants set forth in this Agreement are independent covenants and shall be in addition to, and shall not supersede or be deemed to be in lieu of, any restrictive covenants set forth in any other agreement between Executive and the Company or its affiliates, including, without limitation, any restrictive covenants set forth in any equity-based incentive plan or grant agreement.

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 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 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 Executive is subject to the constraints in Sections 9(b) and 9(c) hereof, 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) with such entity or any other entity to which Executive performs services. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates 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 Affiliates will have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate Affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 109. In the event an action is filed to enforce the covenants set forth in this Section 9, then the prevailing party or parties in such action shall be entitled to an award of its costs, including attorneys’ fees, from the party or parties not prevailing.

Reasonableness of Covenants. In signing this Award 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 Award 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 10Award Agreement, 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 Award 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 10Award Agreement. It is also agreed that the “Company” as used in this Award Agreement refers to each of the Company’s affiliates Subsidiaries and Affiliates and that each of the Company’s Exhibit 10.37 Subsidiaries and Affiliates will have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate Subsidiary or Affiliate under this Award 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 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 so long as, as part of any such enforcement effort, the affiliate agrees to be directly obligated under Section 9(d) as if it were the Company. The Company acknowledges that its covenant in Section 9(d) has a unique, very substantial and immeasurable value to the Executive. The Company further covenants that it or its affiliates will not challenge the reasonableness or enforceability of the covenants set forth in Section 9(d), and that the Company will reimburse the Executive for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce Section 9(d) if either the Executive prevails on any material issue involved in such dispute or if the Company challenges the reasonableness or enforceability of any of Section 9(d).

Reasonableness of Covenants. In signing this Award 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 Award 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 10Award Agreement, and Exhibit 10.35 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 Award 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 10Award Agreement. It is also agreed that the “Company” as used in this Award 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 Award 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 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 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 hereof11. The Employee Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company Company, Parent and its affiliates 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 Company, Parent and its affiliates 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 other than in response to an attempt by the Employee will reimburse the Company and its affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action Company, Parent or an Affiliate to enforce any of such covenants against the provisions of this Section 10 if the Employee challenges the reasonableness or enforceability of the provisions of this Section 10Executive. It is also agreed that each of the Company’s affiliates Parent and Affiliates will have the right to enforce all of the EmployeeExecutive’s obligations to that affiliate such Parent or Affiliates under this Agreement, including without limitation pursuant to this Section 1011. It is also agreed that nothing contained in this Section 11 shall prohibit Executive from serving on the boards of directors of non-profit organizations or other for profit companies or participating in charitable, civic, educational, professional, community or industry affairs.

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 hereof8. The Employee Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates 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 Executive is subject to the constraints in Section 8(b) hereof, Executive will 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 Executive performs services. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates 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 108, and that the Employee Executive will reimburse the Company and its affiliates Affiliates 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 either the Employee challenges the reasonableness or enforceability Company and/or any of the provisions of this Section 10its Affiliates prevails on any material issue involved in such dispute. It is also agreed that each of the Company’s affiliates 's Affiliates will have the right to enforce all of the Employee’s Executive's obligations to that affiliate 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 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 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 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.