Common use of Reasonableness of Covenants Clause in Contracts

Reasonableness of Covenants. In signing this Agreement, Executive gives the Partnership Group assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 5. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Partnership Group and its Confidential Information and that each and every one of the restraints is reasonable in respect of subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Partnership Group and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 5, and that Executive will reimburse the Partnership Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 5 if the Partnership Group 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 5. It is also agreed that any member of the Partnership Group will have the right to enforce all of Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant to this Section 5.

Reasonableness of Covenants. In signing this Award Agreement, including by electronic means, Executive gives the Partnership Group Company assurance that Executive has carefully read and considered all of the terms and conditions of this Award Agreement, including the restraints imposed under this Section 5by it. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Partnership Group Company and its Confidential Information and that each and every one of the restraints is reasonable in respect of to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Partnership Group Company and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 5Award Agreement, and that Executive will reimburse the Partnership Group Company for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 5 Award Agreement if either the Partnership Group 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 5Award Agreement. It is also agreed that any member the “Company” as used in this Award Agreement refers to each of the Partnership Group Company’s Subsidiaries and Affiliates and that each of the Company’s Subsidiaries and Affiliates will have the right to enforce all of Executive’s obligations to that Subsidiary or Affiliate under this Award Agreement, including without as applicable, subject to any limitation pursuant to this Section 5or restriction on such rights of the Subsidiary or Affiliate under applicable law.

Reasonableness of Covenants. In signing this Agreement, Executive gives the Partnership Group Ultra assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 56 though Section 12. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Partnership Group Ultra and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect of subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Partnership Group Ultra and its affiliates and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 5, and that the Executive will reimburse the Partnership Group 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 5 12 if the Partnership Group either Ultra 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 56 through Section 12. It is also agreed that any member each of the Partnership Group Ultra’s affiliates will have the right to enforce all of Executive’s obligations to that Affiliate affiliate under this Agreement, including without limitation pursuant to this Section 56 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, Executive gives the Partnership Group Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 5Section. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Partnership Company Group and its their trade secrets and Confidential Information and that each and every one of the restraints is reasonable in respect of to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. 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 Partnership Company Group and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 5, and that Executive will reimburse the Partnership Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 5 if the Partnership Group 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 5Section. It is also agreed that any member each of the Partnership Company Group will have the right to enforce all of Executive’s obligations to that Affiliate affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 5Section.

Reasonableness of Covenants. In signing this Agreement, Executive gives the Partnership Group Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 5. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Partnership Group Company and its Affiliates and their trade secrets and Confidential Information and that each and every one of the restraints is reasonable in with respect of to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Partnership Group Company and its Affiliates and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 5, and that Executive will reimburse the Partnership Group 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 5 if either the Partnership Group 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 5. It is also agreed that any member each of the Partnership Group Company’s Affiliates will have the right to enforce all of Executive’s obligations to that Affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 5.

Reasonableness of Covenants. In signing this Agreement, Executive Optionee gives the Partnership Group assurance that Executive Optionee has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 57. Executive Optionee agrees that these restraints are necessary for the reasonable and proper protection of the Partnership Group and its Confidential Information and that each and every one of the restraints is reasonable in respect of subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive Optionee from obtaining other suitable employment during the period in which Executive Optionee is bound by the restraints. Executive Optionee acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Partnership Group and that Executive Optionee has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive Optionee further covenants that Executive Optionee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 57, and that Executive Optionee will reimburse the Partnership Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 5 7 if the Partnership Group prevails on any material issue involved in such dispute or if Executive Optionee challenges the reasonableness or enforceability of any of the provisions of this Section 57. It is also agreed that any member of the Partnership Group will have the right to enforce all of ExecutiveOptionee’s obligations to that Affiliate under this Agreement, including without limitation pursuant to this Section 57.

Reasonableness of Covenants. In signing this Award Agreement, including by electronic means, Executive gives the Partnership Group Company assurance that Executive has carefully read and considered all of the terms and conditions of this Award Agreement, including the restraints imposed under this Section 5by it. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Partnership Group Company and its Confidential Information and that each and every one of the restraints is reasonable in respect of to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Partnership Group Company and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 5Award Agreement, and that Executive will reimburse the Partnership Group Company for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 5 Award Agreement if either the Partnership Group 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 5Award Agreement. It is also agreed that any member the “Company” as used in this Award Agreement refers to each of the Partnership Group will have Company’s Subsidiaries and Affiliates and that each of the right to enforce all of Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant to this Section 5.Company’s

Reasonableness of Covenants. In signing this Agreement, Executive gives the Partnership Group Ultra assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 56 though Section 12. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Partnership Group Ultra and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect of subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Partnership Group Ultra and its affiliates and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 5, and that Executive will reimburse the Partnership Group 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 5 if the Partnership Group prevails on any material issue involved in such dispute or 12 if Executive challenges the reasonableness or enforceability of any of the provisions of this Section 56 through Section 12. It is also agreed that any member each of the Partnership Group Ultra’s affiliates will have the right to enforce all of Executive’s obligations to that Affiliate affiliate under this Agreement, including without limitation pursuant to this Section 56 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, Executive gives the Partnership Group Ultra assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 56 though Section 12. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Partnership Group Ultra and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect of subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Partnership Group Ultra and its affiliates and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 5, and that Executive will reimburse the Partnership Group 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 5 if the Partnership Group prevails on any material issue involved in such dispute or 12 if Executive challenges the reasonableness or enforceability of any of the provisions of this Section 56 through Section 12. It is also agreed that any member each of the Partnership Group Ultra’s affiliates will have the right to enforce all of Executive’s obligations to that Affiliate affiliate under this Agreement, including without limitation pursuant to this Section 5.6 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. KE 60566488

Reasonableness of Covenants. In signing this Agreement, including by electronic means, Executive gives the Partnership Group Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 5by it. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Partnership Group Company and its Confidential Information and that each and every one of the restraints is reasonable in respect of to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Partnership Group Company and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 5Agreement, and that Executive will reimburse the Partnership Group Company for all costs (including reasonable attorneys’ ' fees) incurred in connection with any action to enforce any of the provisions of this Section 5 Agreement if either the Partnership Group 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 5Agreement. It is also agreed that any member the "Company" as used in this Agreement refers to each of the Partnership Group will have the right to enforce all of Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant to this Section 5.the

Reasonableness of Covenants. In signing this Agreement, Executive gives the Partnership Group Ultra assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 56 though Section 12. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Partnership Group Ultra and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect of subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Partnership Group Ultra and its affiliates and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or KE 60488057 enforceability of any of the covenants set forth in this Section 5, and that Executive will reimburse the Partnership Group 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 5 if the Partnership Group prevails on any material issue involved in such dispute or 12 if Executive challenges the reasonableness or enforceability of any of the provisions of this Section 56 through Section 12. It is also agreed that any member each of the Partnership Group Ultra’s affiliates will have the right to enforce all of Executive’s obligations to that Affiliate affiliate under this Agreement, including without limitation pursuant to this Section 56 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.