Common use of Reasonableness of Restrictions; Reformation; Enforcement Clause in Contracts

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the limitations contained inSections 7.3, 7.4 and 7.5 hereof are reasonable and properly required for the adequate protection of the Buyer’s interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policy may be enforced. If any of the covenants contained herein are violated and if any court action is instituted by the Buyer to prevent or enjoin such violation, the period of time during which the business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 10, 7.4 Section 11 and 7.5 Section 13 hereof are reasonable and properly required for the adequate protection of the BuyerCompany’s interests. The Executive acknowledges that the Company is the owner or the licensee of various trademarks, and the owner or the licensee of various restaurant operating systems, and has provided and will continue to provide to the Executive training in and confidential information concerning such restaurant operating systems in reliance on the covenants contained in Section 10, Section 11 and Section 13 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 10, 7.4 Section 11 and 7.5 Section 13 hereof are held to be unreasonable, arbitrary, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, arbitrary or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, arbitrary or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, nonarbitrary and not against public policy may be enforcedenforced against the Executive. If the Executive shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company to prevent or enjoin such violation, then the period of time during which the Executive’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Executive’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 10, 7.4 and 7.5 Section 11 or Section 13 hereof, each party shall pay its own legal fees, and the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, costs of such proceedings proceedings, including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 in Sections 9 and 7.5 10 hereof (hereinafter the "RESTRICTIVE COVENANTS") are reasonable and properly required for the adequate protection of Employer's interest. Employee acknowledges that Employer will provide to Employee confidential information concerning Employer's and Employer's affiliates' business methods and operating practices in reliance on the Buyer’s interestscovenants contained in the Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 the Restrictive Covenants are held to be unreasonable, arbitrary, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, arbitrary or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, nonarbitrary and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer to prevent or enjoin such violation, then the period of time during which the Employee's business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee's breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 in Sections 11 and 7.5 12 hereof (hereinafter the "RESTRICTIVE COVENANTS") are reasonable and properly required for the adequate protection of Employer's interest. Employee acknowledges that Employer will provide to Employee confidential information concerning the Buyer’s interestsEmployer's and Employer's affiliates' business methods and operating practices in reliance on the covenants contained in the Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 the Restrictive Covenants are held to be unreasonable, arbitrary, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, arbitrary or against public policy. The parties hereto agree that in the event if any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, nonarbitrary and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer to prevent or enjoin such violation, then the period of time during which the Employee's business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee's breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 9, 7.4 Section 10 and 7.5 Section 12 hereof are reasonable and properly required for the adequate protection of the BuyerCompany’s interests. Employee acknowledges that the Company or its affiliate is the owner or the licensee of the Trademarks, and the owner or the licensee of the restaurant operating systems. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10 or Section 12 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10 or Section 12 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including but not limited to reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 9, 7.4 Section 10, Section 12 and 7.5 Section 14 hereof are reasonable and properly required for the adequate protection of the BuyerEmployer’s interests. Employee acknowledges that the Employer is the owner or the licensee of the Outback Steakhouse® trademarks, and the owner or the licensee of the Outback Steakhouse® restaurant operating system and will provide to Employee training in and confidential information concerning the Outback Steakhouse® restaurant operating system in reliance on the covenants contained in Section 9, Section 10, Section 12 and Section 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10, Section 12 or Section 14 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10, Section 12 or Section 14 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 9, 7.4 Section 10, Section 12, and 7.5 Section 14 hereof are reasonable and properly required for the adequate protection of the BuyerCompany’s interests. Employee acknowledges that the Company or its affiliate is the owner or the licensee of the Trademarks, and the owner or the licensee of the related restaurant operating systems and will provide to Employee training in and confidential information concerning the restaurant operating systems in reliance on the covenants contained in Section 9, Section 10, Section 12 and Section 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10, Section 12 or Section 14 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10, Section 12 or Section 14 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 in Sections 5 and 7.5 6 hereof are reasonable and properly required for the adequate protection of the Buyer’s interestsCompany's interest. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 5 and 7.5 6 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area areas shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company to prevent or enjoin such violation, then the period of time during which the Company's business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee's breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize Fxxxxxxxx recognizes and acknowledge acknowledges that the geographical and time limitations contained inSections 7.3, 7.4 in Sections 1 and 7.5 hereof 3 of this Agreement are reasonable and properly required for the adequate protection of MagneGas, the Buyer’s Company and their affiliates’ legitimate business interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 1 or 3 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile county of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Fxxxxxxxx. If Fxxxxxxxx violates any of the covenants contained herein are violated and if any court action is instituted by MagneGas or the Buyer Company to prevent or enjoin such violation, then the period of time during which the Fxxxxxxxx’x business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Fxxxxxxxx’x breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In Fxxxxxxxx expressly agrees and acknowledges that the event it is necessary for transactions contemplated by the Buyer to initiate legal proceedings to enforce, interpret or construe any SPA include the sale of the trade secrets previously held by Fxxxxxxxx through his ownership of the Company and that the restrictive covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all coststhis Agreement, including reasonable attorneys’ fees, their length and geographic scope are necessary to protect MagneGas and the Company and to give them the benefit of such proceedings including appellate proceedingsthe bargain contemplated by the SPA.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 9, 7.4 Section 10, Section 12 and 7.5 Section 14 hereof are reasonable and properly required for the adequate protection of the BuyerCompany’s interests. Employee acknowledges that the Company is the licensee of the Outback SteakhouseÒ trademarks, and the licensee of the Outback SteakhouseÒ restaurant operating system and will provide to Employee training in and confidential information concerning the Outback SteakhouseÒ restaurant operating system in reliance on the covenants contained in Section 9, Section 10, Section 12 and Section 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10, Section 12 or Section 14 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10, Section 12 or Section 14 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in SECTIONS 7.1, 7.4 7.2 and 7.5 7.3 hereof are reasonable and properly required for the adequate protection of the Buyer’s 's interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3SECTIONS 7.1, 7.4 and 7.5 7.2 or 7.3 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforced. If any of the covenants contained herein are violated and if any court action is instituted by the Buyer to prevent or enjoin such violation, then the period of time during which the business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize Hxxxx recognizes and acknowledge acknowledges that the geographical and time limitations contained inSections 7.3, 7.4 in Sections 1 and 7.5 hereof 3 of this Agreement are reasonable and properly required for the adequate protection of MagneGas, the Buyer’s Company and their affiliates’ legitimate business interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 1 or 3 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile county of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Hxxxx. If Hxxxx violates any of the covenants contained herein are violated and if any court action is instituted by MagneGas or the Buyer Company to prevent or enjoin such violation, then the period of time during which the Homer’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Homer’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In Hxxxx expressly agrees and acknowledges that the event it is necessary for transactions contemplated by the Buyer to initiate legal proceedings to enforce, interpret or construe any SPA include the sale of the trade secrets previously held by Hxxxx through his ownership of the Company and that the restrictive covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all coststhis Agreement, including reasonable attorneys’ fees, their length and geographic scope are necessary to protect MagneGas and the Company and to give them the benefit of such proceedings including appellate proceedingsthe bargain contemplated by the SPA.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 and 7.5 in paragraph 5 hereof are reasonable and properly required for the adequate protection of the Buyer’s Company's interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 paragraph 5 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrarynon-arbitrary, and not against public policy may be enforcedenforced against Executive. If Executive shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company to prevent or enjoin such violation, then the period of time during which the Executive's business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Executive's breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedingsbreach ends.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 9, 7.4 Section 10, Section 12 and 7.5 Section 14 hereof are reasonable and properly required for the adequate protection of the BuyerEmployer’s interests. Employee acknowledges that the Employer is the owner or the licensee of the Bonefish Grill® trademarks, and the owner or the licensee of the Bonefish Grill® restaurant operating system and will provide to Employee training in and confidential information concerning the Bonefish Grill® restaurant operating system in reliance on the Bonefish Grill, Inc. President EA with renewal and allowance 2006a Xxxx X. Xxxxxx covenants contained in Section 9, Section 10, Section 12 and Section 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10, Section 12 or Section 14 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10, Section 12 or Section 14 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 9, 7.4 and 7.5 Section 10, Section 12 andSection 14 hereof are reasonable and properly required for the adequate protection of the BuyerCompany’s and the Employer’s interests. Employee acknowledges that the Company is the owner or the licensee of the Outback Steakhouse® trademarks, and the owner or the licensee of the Outback Steakhouse® restaurant operating system and will provide to Employee training in and confidential information concerning the Outback Steakhouse® restaurant operating system in reliance on the covenants contained in Section 9, Section 10, Section 12 andSection 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10, Section 12 orSection 14 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company or the Employer to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Company or the Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10, Section 12 orSection 14 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 in Section 9 and 7.5 hereof Section 10 herein are reasonable and properly required for the adequate protection of the Buyerinterests of Asiago and its affiliates, including Panera. Employee acknowledges that Panera or Panera’s interestsaffiliates are the owners of the Bakery-Cafe trademarks and system and that Asiago and/or Panera will provide to Employee training in and confidential information concerning the system in reliance on the covenants contained in Section 9 and Section 10 herein. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 Section 9 and 7.5 Section 10 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile or other portion of the restricted territory being deemed a separate geographical area, so that the lesser longest period of time or and largest geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is the longest time period and largest geographical area determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Asiago or Panera to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 9, 7.4 Section 10 and 7.5 Section 12 hereof are reasonable and properly required for the adequate protection of the BuyerEmployer’s and the Company’s interests. Employee acknowledges that the Company or its Affiliate is the owner or the licensee of the Trademarks, and the owner or the licensee of the restaurant operating systems. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10 or Section 12 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified Officer EA (BBI-OSI 2 entity) 2013a Confidential Property of OS Management, Inc. Xxxxxx X. Xxxx geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer or the Company to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Employer or the Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10 or Section 12 hereof, each party shall pay its own legal fees, and the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, costs of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 in Sections 16 and 7.5 17 hereof (hereinafter the "RESTRICTIVE COVENANTS") are reasonable and properly required for the adequate protection of the Buyer’s interestsGroup Practice's interest. Physician Employee acknowledges that the Group Practice will provide to Physician Employee confidential information concerning the Group Practice's business methods and operating practices in reliance on the covenants contained in the Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 the Restrictive Covenants are held to be unreasonable, arbitrary, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, arbitrary or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, nonarbitrary and not against public policy may be enforcedenforced against Physician Employee. If Physician Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Group Practice to prevent or enjoin such violation, then the period of time during which the Physician Employee's business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Physician Employee's breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 9, 7.4 Section 10, Section 12 and 7.5 Section 14 hereof are reasonable and properly required for the adequate protection of the BuyerEmployer’s interests. Employee acknowledges that the Employer is the owner or the licensee of the Outback Steakhouse International® trademarks, and the owner or the licensee of the Outback Steakhouse International® restaurant operating system and will provide to Employee training in and confidential information concerning the Outback Steakhouse International® restaurant operating system in reliance on the covenants contained in Section 9, Section 10, Section 12 and Section 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10, Section 12 or Section 14 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. Outback Steakhouse International, Inc. President EA with renewal and allowance 2006a Xxxxxxx X. Xxxxx In the event it is necessary for the Buyer Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10, Section 12 or Section 14 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3inSection 9.3, 7.4 and 7.5 Section 9.4 andSection 9.5 hereof are reasonable and properly required for the adequate protection of the Buyer’s and Outback’s interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 9.3, 7.4 and 7.5 Section 9.4 andSection 9.5 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforced. If any of the covenants contained herein are violated and if any court action is instituted by the Buyer or Outback to prevent or enjoin such violation, then the period of time during which the business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 9, 7.4 Section 10 and 7.5 Section 12 hereof are reasonable and properly required for the adequate protection of the BuyerEmployer’s and the Company’s interests. Employee acknowledges that the Company or its Affiliate is the owner or the licensee of the Trademarks, and the owner or the licensee of the restaurant operating systems. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10 or Section 12 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer or the Company to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Employer or the Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10 or Section 12 hereof, each party shall pay its own legal fees, and the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, costs of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 in Section 6 and 7.5 7 hereof (hereinafter "Restrictive Covenants") are reasonable reasonably necessary to protect the Employer's legitimate business interests and properly required for the adequate protection of such business interests of Employer. Employee acknowledges that the Buyer’s interestsEmployer will provide to Employee confidential information concerning the Employer's business methods and operating practices in reliance on the covenants contained in the Restricted Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 the Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in the Restrictive Covenants are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical geographic area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer to prevent or enjoin such violation, then the period of time during which the Employer's business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee's breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues issued upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings9.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 12.1, 7.4 12.2 and 7.5 12.3 hereof are reasonable and properly required for the adequate protection of the BuyerCompany’s and Members’ interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 12.1, 7.4 and 7.5 12.2 or 12.3 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile or other portion of the restricted territory being deemed a separate geographical area, so that the lesser longest period of time or and largest geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is the longest period of time and largest geographical area determined to be reasonable, nonarbitrary, and not against public policy may be enforced. If any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company or a Member to prevent or enjoin such violation, then the period of time during which the business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Company or a Member to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 12.1, 7.4 and 7.5 12.2 or 12.3 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time and scope of activity limitations contained inSections 7.3in Section 13, 7.4 Section 14 and 7.5 Section 16 hereof are reasonable and properly required for the adequate protection of the BuyerCompany’s interests. Executive acknowledges that the Company or its Affiliate is the owner or the licensee of the trademarks used by it, and the owner or the licensee of the restaurant operating systems. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 13, 7.4 and 7.5 Section 14 or Section 16 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both whether as to the time and as and/or to the geographical areaarea and/or scope of activity, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory or the scope of the restricted activity to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which or scope of activity that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Executive. If Executive shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company to prevent or enjoin such violation, then the period of time during which the Executive’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Executive’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate If either party initiates legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3this Agreement, 7.4 each party shall pay its own legal fees, and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, costs of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 in Section 6 and 7.5 7 hereof (hereinafter "Restrictive Covenants") are reasonable reasonably necessary to protect the Employer's legitimate business interests and properly required for the adequate protection of such business interests of Employer. Employee acknowledges that the Buyer’s interestsEmployer will provide to Employee confidential information concerning the Employer's business methods and operating practices in reliance on the covenants contained in the Restricted Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 the Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in the Restrictive Covenants are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical geographic area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer to prevent or enjoin such violation, then the period of time during which the Employer's business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee's breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues issued upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 in Sections 12 and 7.5 13 hereof (hereinafter the "Restrictive Covenants") are reasonable and properly required for the adequate protection of Employer's interest. Employee acknowledges that Employer will provide to Employee confidential information concerning the Buyer’s interestsEmployer's and its affiliates' business methods and operating practices in reliance on the covenants contained in the Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 the Restrictive Covenants are held to be unreasonable, arbitrary, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, arbitrary or against public policy. The parties hereto agree that in the event if any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, nonarbitrary and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer to prevent or enjoin such violation, then the period of time during which the Employee's business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee's breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in SECTION 12.1, 7.4 and 7.5 12.2 AND 12.3 hereof are reasonable and properly required for the adequate protection of the Buyer’s Company's and Members' interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3SECTION 12.1, 7.4 and 7.5 12.2 OR 12.3 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile or other portion of the restricted territory being deemed a separate geographical area, so that the lesser longest period of time or and largest geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is the longest period of time and largest geographical area determined to be reasonable, nonarbitrary, and not against public policy may be enforced. If any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company or a Member to prevent or enjoin such violation, then the period of time during which the business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Company or a Member to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3SECTION 12.1, 7.4 and 7.5 12.2 OR 12.3 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ ' fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 10, 7.4 Section 11, Section 13, and 7.5 Section 15 hereof are reasonable and properly required for the adequate protection of the BuyerCompany’s interests. Employee acknowledges that the Company or its affiliate is the owner or the licensee of the Trademarks, and the owner or the licensee of the related restaurant operating systems and will provide to Employee training in and confidential information concerning the restaurant operating systems in reliance on the covenants contained in Section 10, Section 11, Section 13, and Section 15 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 10, 7.4 Section 11, Section 13, and 7.5 Section 15 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10, Section 12 or Section 14 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 11.1, 7.4 Section 11.2 and 7.5 Section 11.3 hereof are reasonable and properly required for the adequate protection of the BuyerCompany’s and Members’ interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 11.1, 7.4 and 7.5 Section 11.2 or Section 11.3 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policy may be enforced. If any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company or a Member to prevent or enjoin such violation, then the period of time during which the business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Company or the Class A Member to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 11.1, 7.4 and 7.5 Section 11.2 or Section 11.3 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 10, 7.4 Section 11 and 7.5 Section 13 hereof are reasonable and properly required for the adequate protection of the BuyerEmployer’s interests. Employee acknowledges that the Employer or its Affiliate is the owner or the licensee of the Trademarks, and the owner or the licensee of the restaurant operating systems. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 10, 7.4 and 7.5 Section 11 or Section 13 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Confidential Property of OSI Restaurant Partners, LLC Xxxxx Xxxx Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 10, 7.4 and 7.5 Section 11 or Section 13 hereof, each party shall pay its own legal fees, and the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, costs of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 10, 7.4 Section 11, Section 13 and 7.5 Section 15 hereof are reasonable and properly required for the adequate protection of the BuyerCompany’s and the Employer’s interests. Employee acknowledges that the Company is the owner or the licensee of various trademarks, and the owner or the licensee of various restaurant operating systems and will provide to Employee training in and confidential information concerning such restaurant operating systems in reliance on the covenants contained in Section 10, Section 11, Section 13 and Section 15 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 10, 7.4 and 7.5 Section 11, Section 13 or Section 15 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company or the Employer to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Company or the Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 10, 7.4 and 7.5 Section 11, Section 13 or Section 15 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 in Sections 11 and 7.5 12 hereof (hereinafter the "RESTRICTIVE COVENANTS") are reasonable and properly required for the adequate protection of Company's interest. Consultant acknowledges that Company will provide to Consultant confidential information concerning the Buyer’s interestsCompany's and Company's affiliates' business methods and operating practices in reliance on the covenants contained in the Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 the Restrictive Covenants are held to be unreasonable, arbitrary, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, arbitrary or against public policy. The parties hereto agree that in the event if any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, nonarbitrary and not against public policy may be enforcedenforced against Consultant. If Consultant shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company to prevent or enjoin such violation, then the period of time during which the Consultant's business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Consultant's breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 9, 7.4 Section 10 and 7.5 Section 12 hereof are reasonable and properly required for the adequate protection of the BuyerEmployer and the Company’s interests. Employee acknowledges that the Company or its affiliate is the owner or the licensee of the Trademarks, and the owner or the licensee of the restaurant operating systems. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10 or Section 12 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer or the Company to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Employer or the Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10 or Section 12 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including but not limited to reasonable attorneys’ fees, of such proceedings including appellate proceedings.. Confidential Property of Carrabba’s Italian Grill, LLC Xxxxx Xxxx

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 in Sections 11 and 7.5 hereof 12 (the “Restrictive Covenants”) are reasonable and properly required for the adequate protection of P.A.’s interest. Physician acknowledges that P.A. will provide to Physician confidential information concerning P.A.’s business methods and operating practices in reliance on the Buyer’s interestscovenants contained in the Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 the Restrictive Covenants are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event if any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Physician. If Physician shall violate any of the covenants Restrictive Covenants contained herein are violated in this Agreement and if any court action is instituted by the Buyer P.A. to prevent or enjoin such violation, then the period of time during which the P.A.’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Physician’s breach of the terms or covenants Restrictive Covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 in Section 9 and 7.5 hereof Section 10 herein are reasonable and properly required for the adequate protection of the Buyerinterests of Asiago and its affiliates, including Panera. Employee acknowledges that Panera or Panera’s interestsaffiliates are the owners of the Bakery-Cafe trademarks and system and that Asiago and/or Panera will provide to Employee training in and confidential information concerning the system in reliance on the covenants contained in Section 9 and Section 10 herein. It is agreed by the parties hereto herein that if any portion of the restrictions contained in Sections 7.3, 7.4 Section 9 and 7.5 Section 10 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile or other portion of the restricted territory being deemed a separate geographical area, so that the lesser longest period of time or and largest geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is the longest time period and largest geographical area determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Asiago or Panera to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize Each Carrabba Entity recognizes and acknowledge acknowledges that the geographical and time limitations contained inSections 7.3, 7.4 and 7.5 hereof in this Article V are reasonable and properly required for the adequate protection of CIGI and the Buyer’s interestsSystem. It is agreed by the parties hereto each Carrabba Entity that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 are held to this Article V be unreasonable, arbitrary, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, arbitrary or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against each Carrabba Entity. If any Carrabba Entity shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer CIGI to prevent or enjoin such violation, then the period of time during which the business activities covenants of this Article V shall be restrictedapply, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 and 7.5 hereof in this paragraph 3 g) are reasonable and properly required for the adequate protection of the BuyerEmployer and Releasees’s interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 this paragraph 3 g) are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Employer or any Releasee to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereofthis paragraph 3 g), the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 9, 7.4 Section 10 and 7.5 Section 12 hereof are reasonable and properly required for the adequate protection of the Buyer’s Employer's and the Company's interests. Employee acknowledges that the Company or its Affiliate is the owner or the licensee of the Trademarks, and the owner or the licensee of the restaurant operating systems. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10 or Section 12 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer or the Company to prevent or enjoin such violation, then the period of time during which the Employee's business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee's breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Employer or the Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10 or Section 12 hereof, each party shall pay its own legal fees, and the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, costs of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 in Sections 14 and 7.5 15 hereof (hereinafter the "RESTRICTIVE COVENANTS") are reasonable and properly required for the adequate protection of Employer's interest. Employee acknowledges that Employer will provide to Employee confidential information concerning the Buyer’s interestsEmployer's and Employer's affiliates' business methods and operating practices in reliance on the covenants contained in the Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 the Restrictive Covenants are held to be unreasonable, arbitrary, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, arbitrary or against public policy. The parties hereto agree that in the event if any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, nonarbitrary and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer to prevent or enjoin such violation, then the period of time during which the Employee's business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee's breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 9, 7.4 and 7.5 Section 10, Section 12 andSection 14 hereof are reasonable and properly required for the adequate protection of the BuyerCompany’s and the Employer’s interests. Employee acknowledges that the Company will provide to Employee training in and confidential information in reliance on the covenants contained in Section 9, Section 10, Section 12 andSection 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10, Section 12 orSection 14 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company or the Employer to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Company or the Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10, Section 12 orSection 14 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections in SECTION 7.3, SECTION 7.4 and SECTION 7.5 hereof are reasonable and properly required for the adequate protection of the Buyer’s 's interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections SECTION 7.3, SECTION 7.4 and or SECTION 7.5 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforced. If any of the covenants contained herein are violated and if any court action is instituted by the Buyer to prevent or enjoin such violation, then the period of time during which the business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections SECTION 7.3, SECTION 7.4 and SECTION 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ ' fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 10, 7.4 Section 11, Section 13 and 7.5 Section 15 hereof are reasonable and properly required for the adequate protection of the BuyerCompanies’ and the Employer’s interests. Employee acknowledges that the Companies is the owner or the licensee of the Xxxxxxx’x Prime Steakhouse and Wine Bar® and Roy’s® trademarks, and the owner or the licensee of the Xxxxxxx’x Prime Steakhouse and Wine Bar® and Roy’s® restaurant operating systems and will provide to Employee training in and confidential information concerning the Xxxxxxx’x Prime Steakhouse and Wine Bar® and Roy’s® restaurant operating systems in reliance on the covenants contained in Section 10, Section 11, Section 13 and Section 15 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 10, 7.4 and 7.5 Section 11, Section 13 or Section 15 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Companies or the Employer to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Companies or the Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 10, 7.4 and 7.5 Section 11, Section 13 or Section 15 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings. 18.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the limitations contained inSections inSection 7.3, Section 7.4 and Section 7.5 hereof are reasonable and properly required for the adequate protection of the Buyer’s and the Company’s interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections Section 7.3, Section 7.4 and Section 7.5 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical areatime, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policy may be enforced. If any of the covenants contained herein are violated and if any court action is instituted by the Buyer or the Company to prevent or enjoin such violation, the period of time during which the business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer or the Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections Section 7.3, Section 7.4 and or Section 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 in Sections 11 and 7.5 12 hereof (hereinafter the "RESTRICTIVE COVENANTS") are reasonable and properly required for the adequate protection of the Buyer’s interestsEmployer's interest. Employee acknowledges that the Employer will provide to Employee confidential information concerning the Employer's business methods and operating practices in reliance on the covenants contained in the Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 the Restrictive Covenants are held to be unreasonable, arbitrary, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, arbitrary or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, nonarbitrary and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer to prevent or enjoin such violation, then the period of time during which the Employee's business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee's breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize Each GR&S recognizes and acknowledge acknowledges that the geographical and time limitations contained inSections 7.3, 7.4 and 7.5 hereof in this Article V are reasonable and properly required for the adequate protection of FBEC and the Buyer’s interestsSystem. It is agreed by the parties hereto each GR&S that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 are held to this Article V be unreasonable, arbitrary, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, arbitrary or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrarynon-arbitrary, and not against public policy may be enforced. enforced against each GR&S. If GR&S shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer FBEC to prevent or enjoin such violation, then the period of time during which the business activities covenants of this Article V shall be restrictedapply, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 12.1, 7.4 12.2 and 7.5 12.3 hereof are reasonable and properly required for the adequate protection of the Buyer’s Company's and Members' interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 12.1, 7.4 and 7.5 12.2 or 12.3 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policy may be enforced. If any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company or a Member to prevent or enjoin such violation, then the period of time during which the business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Company or a Member to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 12.1, 7.4 and 7.5 12.2 or 12.3 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ ' fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 12.1, 7.4 12.2 and 7.5 12.3 hereof are reasonable and properly required for the adequate protection of the BuyerCompany’s and Members’ interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 12.1, 7.4 and 7.5 12.2 or 12.3 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile or other portion of the restricted territory being deemed a separate geographical area, so that the lesser longest period of time or and largest geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is the longest period of time and largest geographical area determined to be reasonable, nonarbitrary, and not against public policy may be enforced. If any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company or a Member to prevent or enjoin such violation, then the period of time during which the business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Company or a Member to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 12.1, 7.4 and 7.5 12.2 or 12.3 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ ' fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 in Sections 16 and 7.5 17 hereof (hereinafter the "RESTRICTIVE COVENANTS") are reasonable and properly required for the adequate protection of the Buyer’s interestsClinic's interest. Physician acknowledges that the Clinic will provide to Physician confidential information concerning the Clinic's business methods and operating practices in reliance on the covenants contained in the Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 the Restrictive Covenants are held to be unreasonable, arbitrary, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, arbitrary or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, nonarbitrary and not against public policy may be enforcedenforced against Physician. If Physician shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Clinic to prevent or enjoin such violation, then the period of time during which the Physician's business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Physician's breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 and 7.5 in SECTION 7.3(A) AND (B) hereof are reasonable and properly required for the adequate protection of the Buyer’s 's interests. RAS1, RAS2 and RYE acknowledge that all rights of RAS1, RAS2 and RYE to the Outback Steakhouse(R) trademarks and restaurant operating system have been transferred to Buyer (or terminated) pursuant to this Agreement in reliance on the covenants contained in SECTION 7.3 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 SECTION 7.3 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against RAS1, RAS2 and RYE. If RAS1, RAS2 or RYE shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer to prevent or enjoin such violation, then the period of time during which the against RAS1's, RAS2's or RYE's business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the RAS1, RAS2 or RYE's breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 SECTION 7.3 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ ' fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize Each Carrabba Entity recog­nizes and acknowledge acknowledges that the geographical and time limitations contained inSections 7.3, 7.4 and 7.5 hereof in this Article V are reasonable and properly required for the adequate protection of CIGI and the Buyer’s interestsSystem. It is agreed by the parties hereto each Carrabba Entity that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 are held to this Article V be unreasonable, arbitrary, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, arbitrary or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrarynon­arbitrary, and not against public policy may be enforcedenforced against each Carrabba Entity. If any Carrabba Entity shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer CIGI to prevent or enjoin such violationviola­tion, then the period of time during which the business activities covenants of this Article V shall be restrictedapply, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the limitations contained inSections 7.3, in SECTIONS 7.3 AND 7.4 and 7.5 hereof are reasonable and properly required for the adequate protection of the Buyer’s 's interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, SECTIONS 7.3 OR 7.4 and 7.5 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical areatime, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policy may be enforced. If any of the covenants contained herein are violated and if any court action is instituted by the Buyer to prevent or enjoin such violation, the period of time during which the business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, SECTIONS 7.3 AND 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ ' fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3, 7.4 in Sections 18 and 7.5 19 hereof (hereinafter the "RESTRICTIVE COVENANTS") are reasonable and properly required for the adequate protection of the Buyer’s interestsGroup Practice's interest. Physician Stockholder acknowledges that the Group Practice will provide to Physician Stockholder confidential information concerning the Group Practice's business methods and operating practices in reliance on the covenants contained in the Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3, 7.4 and 7.5 the Restrictive Covenants are held to be unreasonable, arbitrary, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, arbitrary or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, nonarbitrary and not against public policy may be enforcedenforced against Physician Stockholder. If Physician Stockholder shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Group Practice to prevent or enjoin such violation, then the period of time during which the Physician Stockholder's business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Physician Stockholder's breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 10, 7.4 Section 11, Section 13 and 7.5 Section 15 hereof are reasonable and properly required for the adequate protection of the BuyerCompanies’ and the Employer’s interests. Employee acknowledges that the Companies is the owner or the licensee of the Xxxxxxx’x Prime Steakhouse and Wine Bar® and Roy’s® trademarks, and the owner or the licensee of the Xxxxxxx’x Prime Steakhouse and Wine Bar® and Roy’s® restaurant operating systems and will provide to Employee training in and confidential information concerning the Xxxxxxx’x Prime Steakhouse and Wine Bar® and Roy’s® restaurant operating systems in reliance on the covenants contained in Section 10, Section 11, Section 13 and Section 15 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 10, 7.4 and 7.5 Section 11, Section 13 or Section 15 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Companies or the Employer to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Companies or the Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 10, 7.4 and 7.5 Section 11, Section 13 or Section 15 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 9, 7.4 Section 10 and 7.5 Section 12 hereof are reasonable and properly required for the adequate protection of the BuyerEmployer’s and the Company’s interests. Employee acknowledges that the Company or its Affiliate is the owner or the licensee of the Trademarks, and the owner or the licensee of the restaurant operating systems. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10 or Section 12 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified 7 Officer EA (BBI-OSI 2 entity) 2013a Confidential Property of OS Management, Inc. Xxxxxx X. Xxxx geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer or the Company to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Employer or the Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3Section 9, 7.4 and 7.5 Section 10 or Section 12 hereof, each party shall pay its own legal fees, and the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, costs of such proceedings including appellate proceedings. 15.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in SECTION 12.1, 7.4 and 7.5 12.2 AND 12.3 hereof are reasonable and properly required for the adequate protection of the Buyer’s Company's and Members' interests. It is agreed by the parties hereto that that, if any portion of the restrictions contained in Sections 7.3SECTION 12.1, 7.4 and 7.5 12.2 OR 12.3 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile or other portion of the restricted territory being deemed a separate geographical area, so that the lesser longest period of time or and largest geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is the longest period of time and largest geographical area determined to be reasonable, nonarbitrary, and not against public policy may be enforced. If any of the covenants contained herein are violated and if any court action is instituted by the Buyer Company or a Member to prevent or enjoin such violation, then the period of time during which the business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer Company or a Member to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3SECTION 12.1, 7.4 and 7.5 12.2 OR 12.3 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing nonprevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ ' fees, of such proceedings including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained inSections 7.3in Section 10, 7.4 Section 11 and 7.5 Section 13 hereof are reasonable and properly required for the adequate protection of the BuyerEmployer’s interests. Employee acknowledges that the Employer or its Affiliate is the owner or the licensee of the Trademarks, and the owner or the licensee of the restaurant operating systems. It is agreed by the parties hereto that if any portion of the restrictions contained in Sections 7.3Section 10, 7.4 and 7.5 Section 11 or Section 13 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and as to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which that is determined to be reasonable, nonarbitrary, and not against public policy may be enforcedenforced against Employee. If Employee shall violate any of the covenants contained herein are violated and if any court action is instituted by the Buyer Employer to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal. In the event it is necessary for the Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Sections 7.3, 7.4 and 7.5 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.