Reasonableness of Provisions. The Participant agrees that: (a) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Paragraph C are ancillary or a part of; (b) the consideration provided by the Company under this Agreement is not illusory; (c) the restrictions contained in this Paragraph C are necessary and reasonable for the protection of the legitimate business interests and goodwill of the Company; and (d) the consideration given by the Company under this Agreement, including, without limitation, the provision by the Company of Confidential Information to the Participant, gives rise to the Company’s interest in the covenants set forth in this Paragraph C.
Reasonableness of Provisions. (a) The Consultant acknowledges and agrees that the provisions contained in Article IV of this Agreement are reasonable with respect to their duration, geographical area and scope. Without limiting the generality of the foregoing, the Consultant further acknowledges and agrees that any and all of the provisions of Article IV of this Agreement are reasonable and necessary to protect the legitimate interests of the Purchaser. For purposes of this Article IV only, the term "Purchaser" shall mean any and all of Purchaser and its --------- subsidiaries from time to time (including, without limitation, the Surviving Corporation (as such term is defined in the Merger Agreement) from and after the Effective Time).
(b) The Consultant acknowledges and agrees that the food service and theme restaurant business of the Purchaser (as such business is conducted as of the date of this Agreement and may be conducted from time to time in the future, the "Business") is intensely competitive and that the Consultant has -------- had access to, has and may in the future have knowledge of confidential information of the Purchaser, including, but not limited to, the identity of the Purchaser's franchisees and other persons with whom Purchaser has business relationships, the identity of the representatives of such persons with whom the Purchaser has dealt, information concerning the creation or development of products offered by Purchaser, demographic and other information related to actual and targeted customers of Purchaser, computer software applications and other programs, personnel information, intellectual property and other trade secrets (collectively, the "Confidential Information"). ------------------------
(c) The Consultant acknowledges and agrees that the direct or indirect disclosure by the Consultant of any Confidential Information to existing or potential competitors of the Purchaser or the Business would place the Purchaser at a competitive disadvantage and would do serious damage, monetary and otherwise, to the Purchaser and the Business.
(d) The Consultant acknowledges and agrees that the Consultant's engaging in any of the activities prohibited by this Agreement may constitute improper appropriation or use of the Confidential Information or both. The Consultant acknowledges the trade secret status of the Confidential Information and that the Confidential Information constitutes a protectible business interest of Purchaser.
Reasonableness of Provisions. The Employee acknowledges and agrees that the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business, trade secrets, goodwill and other assets of the Employer and further acknowledges and agrees that the restrictions set forth in this Agreement are reasonable as to time and scope.
Reasonableness of Provisions. The Executive acknowledges and agrees that the terms of this Section 7: (i) are reasonable in light of all of the circumstances; (ii) are sufficiently limited to protect the legitimate interests of the Company and its subsidiaries; (iii) impose no undue hardship on the Executive; and (iv) are not injurious to the public. The Executive further acknowledges and agrees that (x) the Executive’s breach of the provisions of Section 7 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, and (y) if the Company elects to prevent the Executive from breaching such provisions by obtaining an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages and shall be entitled to recover its attorneys’ fees and costs incurred in doing so.
Reasonableness of Provisions. Each party acknowledges that the provisions, prohibitions, restrictions and obligations contained in this Agreement, in view of the nature of the business in which both parties are engaged, are reasonable and necessary in order to protect the legitimate interests of both parties, and that any violation thereof by either party would result in irreparable injury to the other party. Both parties agree that, if it or any of its representatives violates any of such provisions, prohibitions, restrictions and obligations, or if either party threatens to violate any such provisions, prohibitions, restrictions and obligations, the other party shall be entitled to obtain from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief against the other party, which right will be cumulative and in addition to any other rights or remedies to which that party may otherwise be entitled at law or in equity.
Reasonableness of Provisions. The Executive acknowledges and agrees that the terms set forth in Sections 6 and 7: (i) are reasonable in light of all of the circumstances; (ii) are sufficiently limited to protect the legitimate interests of the Company and its subsidiaries; (iii) impose no undue hardship on the Executive; and (iv) are not injurious to the public. The Executive further acknowledges and agrees that (x) the Executive’s breach of the provisions of Sections 6 and 7 will cause the Company irreparable harm, which cannot be adequately compensated by money damages and which the Company has no adequate remedy in law, and (y) if the Company elects to prevent the Executive from breaching such provisions by obtaining an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company shall, in addition to any other remedy available to it and in lieu of Section 14 hereof, be entitled to temporary and permanent injunctive relief and specific performance in an action from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including the recovery of money damages, the recovery of its attorneys’ fees and costs incurred in doing so, and reimbursement of costs incurred in securing a qualified replacement as a result of any breach by the Executive.
Reasonableness of Provisions. Each party acknowledges that the provisions, prohibitions, restrictions and obligations contained in this Agreement, in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, and that any violation thereof by Recipient would result in irreparable injury to Company. Recipient agrees that, if it or any Recipient Party violates any of such provisions, prohibitions, restrictions and obligations, or if Recipient or any Recipient Party threatens to violate any such provisions, prohibitions, restrictions and obligations, Company shall be entitled to obtain from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief against Recipient and/or the Recipient Party, which right will be cumulative and in addition to any other rights or remedies to which Company may otherwise be entitled at law or in equity. /s/ DMD NHP /s/ DT Broker ------- ------
Reasonableness of Provisions. (a) The Consultant acknowledges and agrees that the provisions contained in Article IV of this Agreement are reasonable with respect to their duration, geographical area and scope. Without limiting the generality of the foregoing, the Consultant further acknowledges and agrees that any and all of the provisions of Article IV of this Agreement are reasonable and necessary to protect the legitimate interests of the Purchaser. For purposes of this Article IV only, the term "Purchaser" shall mean any and all of Purchaser and its subsidiaries from time to time (including, without limitation, the Surviving Corporation (as such term is defined in the Merger Agreement) from and after the time of the first acceptance for payment of Shares under the Offer).
Reasonableness of Provisions. Seller acknowledges and agrees that the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business, trade secrets, goodwill and other assets of the Company which is being purchased by the Purchaser pursuant to the terms of the Purchase Agreement and further acknowledges and agrees that the restrictions set forth in this Agreement are reasonable as to time and scope.
Reasonableness of Provisions. In the event that any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of it being extended over too great a period of time or too large a geographic area or range of activities, it should be interpreted to extend only over the maximum period of time, geographic area, or range of activities as to which it may be enforceable.
