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

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 10, Section 11 and Section 13 hereof are reasonable and properly required for the adequate protection of the Company’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 Section 10, Section 11 and Section 13 hereof are held to be unreasonable, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the Executive. If the Executive shall violate any of the covenants contained herein and if any court action is instituted by the 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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 of such proceedings, including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 10inSections 7.3, Section 11 7.4 and Section 13 7.5 hereof are reasonable and properly required for the adequate protection of the CompanyBuyer’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 Section 10Sections 7.3, Section 11 7.4 and Section 13 hereof 7.5 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 that which is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the Executiveenforced. If the Executive shall violate any of the covenants contained herein are violated and if any court action is instituted by the Company Buyer 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 Company Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10Sections 7.3, Section 11 or Section 13 7.4 and 7.5 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 costs, including reasonable attorneys’ fees, 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 in Section 10, Section 11 Sections 9 and Section 13 10 hereof (hereinafter the "RESTRICTIVE COVENANTS") are reasonable and properly required for the adequate protection of the Company’s interestsEmployer's interest. The Executive 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 has provided and Employer will continue to provide to the Executive training in and Employee confidential information concerning such restaurant Employer's and Employer's affiliates' business methods and operating systems practices in reliance on the covenants contained in Section 10, Section 11 and Section 13 hereofthe Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof 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 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 that which is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Employer to prevent or enjoin such violation, then the period of time during which the Executive’s 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 Executive’s 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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 of such proceedings, including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 109, Section 11 10 and Section 13 12 hereof are reasonable and properly required for the adequate protection of the Company’s interests. The Executive Employee acknowledges that the Company or its affiliate is the owner or the licensee of various trademarksthe Trademarks, and the owner or the licensee of various the 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 Section 109, Section 11 and 10 or Section 13 hereof 12 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 109, Section 11 10 or Section 13 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 costs, including but not limited to reasonable attorneys’ fees, 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 in Section 10, Section Sections 11 and Section 13 12 hereof (hereinafter the "RESTRICTIVE COVENANTS") are reasonable and properly required for the adequate protection of the Company’s interestsEmployer's interest. The Executive 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 has provided and Employer will continue to provide to the Executive training in and Employee confidential information concerning such restaurant the Employer's and Employer's affiliates' business methods and operating systems practices in reliance on the covenants contained in Section 10, Section 11 and Section 13 hereofthe Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof 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 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 that which is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Employer to prevent or enjoin such violation, then the period of time during which the Executive’s 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 Executive’s 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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 of such proceedings, including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 9, Section 10, Section 11 12 and Section 13 14 hereof are reasonable and properly required for the adequate protection of the CompanyEmployer’s interests. The Executive Employee acknowledges that the Company Employer is the owner or the licensee of various the Outback Steakhouse® trademarks, and the owner or the licensee of various the Outback Steakhouse® restaurant operating systems, and has provided system and will continue to provide to the Executive Employee training in and confidential information concerning such the Outback Steakhouse® restaurant operating systems system in reliance on the covenants contained in Section 9, Section 10, Section 11 12 and Section 13 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 9, Section 10, Section 11 and 12 or Section 13 hereof 14 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Employer to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 9, Section 10, Section 11 12 or Section 13 14 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 costs, including reasonable attorneys’ fees, 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 in Section 9, Section 10, Section 11 12, and Section 13 14 hereof are reasonable and properly required for the adequate protection of the Company’s interests. The Executive Employee acknowledges that the Company or its affiliate is the owner or the licensee of various trademarksthe Trademarks, and the owner or the licensee of various the related restaurant operating systems, and has provided systems and will continue to provide to the Executive Employee training in and confidential information concerning such the restaurant operating systems in reliance on the covenants contained in Section 9, Section 10, Section 11 12 and Section 13 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 9, Section 10, Section 11 and 12 or Section 13 hereof 14 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 9, Section 10, Section 11 12 or Section 13 14 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 costs, including reasonable attorneys’ fees, 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 in Section 109, Section 11 10 and Section 13 12 hereof are reasonable and properly required for the adequate protection of the Employer’s and the Company’s interests. The Executive Employee acknowledges that the Company or its Affiliate is the owner or the licensee of various trademarksthe Trademarks, and the owner or the licensee of various the 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 Section 109, Section 11 and 10 or Section 13 hereof 12 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Employer or the Company to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Employer or the Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 109, Section 11 10 or Section 13 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 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 in Section 9, Section 10, Section 11 12 and Section 13 14 hereof are reasonable and properly required for the adequate protection of the Company’s interests. The Executive Employee acknowledges that the Company is the owner or the licensee of various the Outback SteakhouseÒ trademarks, and the owner or the licensee of various the Outback SteakhouseÒ restaurant operating systems, and has provided system and will continue to provide to the Executive Employee training in and confidential information concerning such the Outback SteakhouseÒ restaurant operating systems system in reliance on the covenants contained in Section 9, Section 10, Section 11 12 and Section 13 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 9, Section 10, Section 11 and 12 or Section 13 hereof 14 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 9, Section 10, Section 11 12 or Section 13 14 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 costs, including reasonable attorneys’ fees, of such proceedings, 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 in Section 10, Section 11 Sections 1 and Section 13 hereof 3 of this Agreement are reasonable and properly required for the adequate protection of the Company’s interests. The Executive acknowledges that MagneGas, 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 hereoftheir affiliates’ legitimate business interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof Sections 1 or 3 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 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 that which is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveHxxxx. If the Executive shall violate Hxxxx violates any of the covenants contained herein and if any court action is instituted by MagneGas or the Company to prevent or enjoin such violation, then the period of time during which the ExecutiveHomer’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 ExecutiveHomer’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 SPA include the sale of the trade secrets previously held by Hxxxx through his ownership of the Company to initiate legal proceedings to enforce, interpret or construe any of and that the restrictive covenants contained in Section 10this Agreement, Section 11 or Section 13 hereof, each party shall pay its own legal fees, including their length and geographic scope are necessary to protect MagneGas and the prevailing party in such proceedings shall be entitled Company and to receive from give them the non-prevailing party, in addition to all other remedies, all costs 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 in Section 10, Section 11 6 and Section 13 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 the Company’s interestssuch business interests of Employer. The Executive 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 has provided and Employer will continue to provide to the Executive training in and Employee confidential information concerning such restaurant the Employer's business methods and operating systems practices in reliance on the covenants contained in Section 10, Section 11 and Section 13 hereofthe Restricted Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof 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 arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 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 that which is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Employer to prevent or enjoin such violation, then the period of time during which the Executive’s 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 Executive’s 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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 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 in Section 10, Section 11 Sections 1 and Section 13 hereof 3 of this Agreement are reasonable and properly required for the adequate protection of the Company’s interests. The Executive acknowledges that MagneGas, 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 hereoftheir affiliates’ legitimate business interests. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof Sections 1 or 3 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 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 that which is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveFxxxxxxxx. If the Executive shall violate Fxxxxxxxx violates any of the covenants contained herein and if any court action is instituted by MagneGas or the Company to prevent or enjoin such violation, then the period of time during which the Executive’s 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 Executive’s 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 SPA include the sale of the trade secrets previously held by Fxxxxxxxx through his ownership of the Company to initiate legal proceedings to enforce, interpret or construe any of and that the restrictive covenants contained in Section 10this Agreement, Section 11 or Section 13 hereof, each party shall pay its own legal fees, including their length and geographic scope are necessary to protect MagneGas and the prevailing party in such proceedings shall be entitled Company and to receive from give them the non-prevailing party, in addition to all other remedies, all costs 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 in Section 10, Section 11 11, Section 13, and Section 13 15 hereof are reasonable and properly required for the adequate protection of the Company’s interests. The Executive Employee acknowledges that the Company or its affiliate is the owner or the licensee of various trademarksthe Trademarks, and the owner or the licensee of various the related restaurant operating systems, and has provided systems and will continue to provide to the Executive Employee training in and confidential information concerning such the restaurant operating systems in reliance on the covenants contained in Section 10, Section 11 11, Section 13, and Section 13 15 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 11, Section 13, and Section 13 hereof 15 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 9, Section 10, Section 11 12 or Section 13 14 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 costs, including reasonable attorneys’ fees, 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 in Section 1012.1, Section 11 12.2 and Section 13 12.3 hereof are reasonable and properly required for the adequate protection of the Company’s and Members’ 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 Section 1012.1, Section 11 and Section 13 hereof 12.2 or 12.3 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 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 that which is the longest period of time and largest geographical area determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the Executiveenforced. If the Executive shall violate any of the covenants contained herein are violated and if any court action is instituted by the Company or a Member 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 Company or a Member to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 1012.1, Section 11 12.2 or Section 13 12.3 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 costs, including reasonable attorneys' fees, 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 in Section 10, Section 11 Sections 12 and Section 13 hereof (hereinafter the "Restrictive Covenants") are reasonable and properly required for the adequate protection of the Company’s interestsEmployer's interest. The Executive 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 has provided and Employer will continue to provide to the Executive training in and Employee confidential information concerning such restaurant the Employer's and its affiliates' business methods and operating systems practices in reliance on the covenants contained in Section 10, Section 11 and Section 13 hereofthe Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof 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 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 that which is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Employer to prevent or enjoin such violation, then the period of time during which the Executive’s 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 Executive’s 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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 of such proceedings, including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 9, Section 10, Section 11 12 and Section 13 14 hereof are reasonable and properly required for the adequate protection of the CompanyEmployer’s interests. The Executive Employee acknowledges that the Company Employer is the owner or the licensee of various the Bonefish Grill® trademarks, and the owner or the licensee of various the Bonefish Grill® restaurant operating systems, and has provided system and will continue to provide to the Executive Employee training in and confidential information concerning such the Bonefish Grill® restaurant operating systems system in reliance on the Bonefish Grill, Inc. President EA with renewal and allowance 2006a covenants contained in Section 9, Section 10, Section 11 12 and Section 13 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 9, Section 10, Section 11 and 12 or Section 13 hereof 14 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Employer to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 9, Section 10, Section 11 12 or Section 13 14 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 costs, including reasonable attorneys’ fees, 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 in Section 10inSection 7.3, Section 11 7.4 and Section 13 7.5 hereof are reasonable and properly required for the adequate protection of the Buyer’s and the Company’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 Section 107.3, Section 11 7.4 and Section 13 hereof 7.5 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 areatime, 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 that which is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the Executiveenforced. If the Executive shall violate 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, 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 or the Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 107.3, Section 11 7.4 or Section 13 7.5 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 costs, including reasonable attorneys’ fees, 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 in Section 10, Section 11 and Section 13 SECTION 7.3(A) AND (B) hereof are reasonable and properly required for the adequate protection of the Company’s Buyer's interests. The Executive acknowledges RAS1, RAS2 and RYE acknowledge that all rights of RAS1, RAS2 and RYE to the Company is the owner or the licensee of various trademarks, Outback Steakhouse(R) trademarks and the owner or the licensee of various restaurant operating systems, and has provided and will continue system have been transferred to provide Buyer (or terminated) pursuant to the Executive training in and confidential information concerning such restaurant operating systems this Agreement in reliance on the covenants contained in Section 10, Section 11 and Section 13 SECTION 7.3 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof SECTION 7.3 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that which is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveRAS1, RAS2 and RYE. If the Executive RAS1, RAS2 or RYE shall violate any of the covenants contained herein and if any court action is instituted by the Company Buyer to prevent or enjoin such violation, then the period of time during which the Executive’s 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 Executive’s 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 Company Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, Section 11 or Section 13 SECTION 7.3 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 costs, including reasonable attorneys' fees, 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 in Section 1012.1, Section 11 12.2 and Section 13 12.3 hereof are reasonable and properly required for the adequate protection of the Company’s 's and Members' 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 Section 1012.1, Section 11 and Section 13 hereof 12.2 or 12.3 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that which is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the Executiveenforced. If the Executive shall violate any of the covenants contained herein are violated and if any court action is instituted by the Company or a Member 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 Company or a Member to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 1012.1, Section 11 12.2 or Section 13 12.3 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 costs, including reasonable attorneys' fees, 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 in Section 10, Section 11 and Section 13 SECTIONS 7.3 AND 7.4 hereof are reasonable and properly required for the adequate protection of the Company’s Buyer'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 Section 10, Section 11 and Section 13 hereof SECTIONS 7.3 OR 7.4 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 areatime, 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 that which is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the Executiveenforced. If the Executive shall violate any of the covenants contained herein are violated and if any court action is instituted by the Company Buyer 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 Company Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, Section 11 or Section 13 SECTIONS 7.3 AND 7.4 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 costs, including reasonable attorneys' fees, 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 in Section 10SECTION 12.1, Section 11 and Section 13 12.2 AND 12.3 hereof are reasonable and properly required for the adequate protection of the Company’s 's and Members' 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 that, if any portion of the restrictions contained in Section 10SECTION 12.1, Section 11 and Section 13 hereof 12.2 OR 12.3 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 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 that which is the longest period of time and largest geographical area determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the Executiveenforced. If the Executive shall violate any of the covenants contained herein are violated and if any court action is instituted by the Company or a Member 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 Company or a Member to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10SECTION 12.1, Section 11 or Section 13 12.2 OR 12.3 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 nonprevailing party, in addition to all other remedies, all costs costs, including reasonable attorneys' fees, 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 in Section 9, Section 10, Section 11 12 and Section 13 14 hereof are reasonable and properly required for the adequate protection of the CompanyEmployer’s interests. The Executive Employee acknowledges that the Company Employer is the owner or the licensee of various the Bonefish Grill® trademarks, and the owner or the licensee of various the Bonefish Grill® restaurant operating systems, and has provided system and will continue to provide to the Executive Employee training in and confidential information concerning such the Bonefish Grill® restaurant operating systems system in reliance on the Bonefish Grill, Inc. covenants contained in Section 9, Section 10, Section 11 12 and Section 13 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 9, Section 10, Section 11 and 12 or Section 13 hereof 14 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Employer to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 9, Section 10, Section 11 12 or Section 13 14 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 costs, including reasonable attorneys’ fees, 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 in Section 10, Section 11 Sections 18 and Section 13 19 hereof (hereinafter the "RESTRICTIVE COVENANTS") are reasonable and properly required for the adequate protection of the Company’s interestsGroup Practice's interest. The Executive Physician Stockholder 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 Group Practice will continue to provide to the Executive training in and Physician Stockholder confidential information concerning such restaurant the Group Practice's business methods and operating systems practices in reliance on the covenants contained in Section 10, Section 11 and Section 13 hereofthe Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof 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 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 that which is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the ExecutivePhysician Stockholder. If the Executive Physician Stockholder shall violate any of the covenants contained herein and if any court action is instituted by the Company Group Practice to prevent or enjoin such violation, then the period of time during which the Executive’s 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 Executive’s 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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 of such proceedings, including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 9, Section 10, Section 11 12 and Section 13 14 hereof are reasonable and properly required for the adequate protection of the CompanyEmployer’s interests. The Executive Employee acknowledges that the Company Employer is the owner or the licensee of various the Outback Steakhouse International® trademarks, and the owner or the licensee of various the Outback Steakhouse International® restaurant operating systems, and has provided system and will continue to provide to the Executive Employee training in and confidential information concerning such the Outback Steakhouse International® restaurant operating systems system in reliance on the covenants contained in Section 9, Section 10, Section 11 12 and Section 13 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 9, Section 10, Section 11 and 12 or Section 13 hereof 14 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Employer to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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. In the event it is necessary for the Company Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 9, Section 10, Section 11 12 or Section 13 14 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 costs, including reasonable attorneys’ fees, 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 in Section 10SECTION 7.3, Section 11 SECTION 7.4 and Section 13 SECTION 7.5 hereof are reasonable and properly required for the adequate protection of the Company’s Buyer'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 Section 10SECTION 7.3, Section 11 and Section 13 hereof SECTION 7.4 or SECTION 7.5 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the Executiveenforced. If the Executive shall violate any of the covenants contained herein are violated and if any court action is instituted by the Company Buyer 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 Company Buyer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10SECTION 7.3, Section 11 or Section 13 SECTION 7.4 and SECTION 7.5 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 costs, including reasonable attorneys' fees, 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 in Section 9, Section 10, Section 11 12 and Section 13 14 hereof are reasonable and properly required for the adequate protection of the Company’s and the Employer’s interests. The Executive Employee acknowledges that the Company is the owner or the licensee of various trademarksthe Outback SteakhouseÒtrademarks, and the owner or the licensee of various restaurant the Outback SteakhouseÒrestaurant operating systems, and has provided system and will continue to provide to the Executive Employee training in and confidential information concerning such restaurant the Outback SteakhouseÒrestaurant operating systems system in reliance on the covenants contained in Section 9, Section 10, Section 11 12 and Section 13 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 9, Section 10, Section 11 and 12 or Section 13 hereof 14 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company or the Employer to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company or the Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 9, Section 10, Section 11 12 or Section 13 14 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 costs, including reasonable attorneys’ fees, 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 in Section 10, Section Sections 11 and Section 13 12 hereof (hereinafter the "RESTRICTIVE COVENANTS") are reasonable and properly required for the adequate protection of the Company’s interestsEmployer's interest. The Executive 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 has provided and Employer will continue to provide to the Executive training in and Employee confidential information concerning such restaurant the Employer's business methods and operating systems practices in reliance on the covenants contained in Section 10, Section 11 and Section 13 hereofthe Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof 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 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 that which is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Employer to prevent or enjoin such violation, then the period of time during which the Executive’s 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 Executive’s 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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 of such proceedings, including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 10, Section Sections 11 and Section 13 hereof 12 (the “Restrictive Covenants”) are reasonable and properly required for the adequate protection of the CompanyP.A.’s interestsinterest. The Executive Physician 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 P.A. will continue to provide to the Executive training in and Physician confidential information concerning such restaurant P.A.’s business methods and operating systems practices in reliance on the covenants contained in Section 10, Section 11 and Section 13 hereofthe Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof 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 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 that which is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutivePhysician. If the Executive Physician shall violate any of the covenants Restrictive Covenants contained herein in this Agreement and if any court action is instituted by the Company P.A. to prevent or enjoin such violation, then the period of time during which the ExecutiveP.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 ExecutivePhysician’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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 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 in Section 1013, Section 11 14 and Section 13 16 hereof are reasonable and properly required for the adequate protection of the Company’s interests. The Executive acknowledges that the Company or its Affiliate is the owner or the licensee of various trademarksthe trademarks used by it, and the owner or the licensee of various the 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 Section 1013, Section 11 and 14 or Section 13 hereof 16 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both whether as to the time and 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 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 arbitrary, or against public policy, a lesser time period or geographical area or scope of activity that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the Executive. If the Executive shall violate any of the covenants contained herein and if any court action is instituted by the 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 Company to initiate If either party initiates legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, Section 11 or Section 13 hereofthis Agreement, 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 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 in Section 10, Section 11 11, Section 13 and Section 13 15 hereof are reasonable and properly required for the adequate protection of the CompanyCompanies’ and the Employer’s interests. The Executive Employee acknowledges that the Company Companies is the owner or the licensee of various the Xxxxxxx’x Prime Steakhouse and Wine Bar® and Roy’s® trademarks, and the owner or the licensee of various the Xxxxxxx’x Prime Steakhouse and Wine Bar® and Roy’s® restaurant operating systems, and has provided systems and will continue to provide to the Executive Employee training in and confidential information concerning such 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 11, Section 13 and Section 13 15 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and 11, Section 13 hereof or Section 15 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Companies or the Employer to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company Companies or the Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, Section 11 11, Section 13 or Section 13 15 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 costs, including reasonable attorneys’ fees, of such proceedings, proceedings including appellate proceedings. 18.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 9, Section 10, Section 11 12 and Section 13 14 hereof are reasonable and properly required for the adequate protection of the CompanyEmployer’s interests. The Executive Employee acknowledges that the Company Employer is the owner or the licensee of various the Carrabba’s Italian Grill® trademarks, and the owner or the licensee of various the Carrabba’s Italian Grill® restaurant operating systems, and has provided system and will continue to provide to the Executive Employee training in and confidential information concerning such the Carrabba’s Italian Grill® restaurant Carrabba’s Italian Grill, Inc. President EA with renewal and allowance 2006a operating systems system in reliance on the covenants contained in Section 9, Section 10, Section 11 12 and Section 13 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 9, Section 10, Section 11 and 12 or Section 13 hereof 14 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Employer to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 9, Section 10, Section 11 12 or Section 13 14 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 costs, including reasonable attorneys’ fees, 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 in Section 9, Section 10, Section 11 and Section 13 12 andSection 14 hereof are reasonable and properly required for the adequate protection of the Company’s and the Employer’s interests. The Executive 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 has provided and will continue to provide to the Executive Employee training in and confidential information concerning such restaurant operating systems in reliance on the covenants contained in Section 9, Section 10, Section 11 and Section 13 12 andSection 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 9, Section 10, Section 11 and Section 13 hereof 12 orSection 14 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company or the Employer to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company or the Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 9, Section 10, Section 11 or Section 13 12 orSection 14 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 costs, including reasonable attorneys’ fees, 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 in Section 9, Section 10, Section 11 12 and Section 13 14 hereof are reasonable and properly required for the adequate protection of the Company’s and the Employer’s interests. The Executive Employee acknowledges that the Company is the owner or the licensee of various the Carrabba's Italian Grill® trademarks, and the owner or the licensee of various the Carrabba's Italian Grill® restaurant operating systems, and has provided system and will continue to provide to the Executive Employee training in and confidential information concerning such the Carrabba's Italian Grill® restaurant operating systems system in reliance on the covenants contained in Section 9, Section 10, Section 11 12 and Section 13 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 9, Section 10, Section 11 and 12 or Section 13 hereof 14 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company or the Employer to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company or the Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 9, Section 10, Section 11 12 or Section 13 14 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 costs, including reasonable attorneys’ fees, 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 in Section 10, Section 11 Sections 14 and Section 13 15 hereof (hereinafter the "RESTRICTIVE COVENANTS") are reasonable and properly required for the adequate protection of the Company’s interestsEmployer's interest. The Executive 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 has provided and Employer will continue to provide to the Executive training in and Employee confidential information concerning such restaurant the Employer's and Employer's affiliates' business methods and operating systems practices in reliance on the covenants contained in Section 10, Section 11 and Section 13 hereofthe Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof 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 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 that which is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Employer to prevent or enjoin such violation, then the period of time during which the Executive’s 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 Executive’s 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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 of such proceedings, including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 10, Section 11 and Section 13 hereof this paragraph 3 g) are reasonable and properly required for the adequate protection of the CompanyEmployer and Releasees’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 Section 10, Section 11 and Section 13 hereof this paragraph 3 g) are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company Employer or any Releasee to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10this paragraph 3 g), 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 costs, including reasonable attorneys’ fees, 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 in Section 1011.1, Section 11 11.2 and Section 13 11.3 hereof are reasonable and properly required for the adequate protection of the Company’s and Members’ 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 Section 1011.1, Section 11 and 11.2 or Section 13 hereof 11.3 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that which is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the Executiveenforced. If the Executive shall violate any of the covenants contained herein are violated and if any court action is instituted by the Company or a Member 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 Company or the Class A Member to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 1011.1, Section 11 11.2 or Section 13 11.3 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 costs, including reasonable attorneys’ fees, 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 in Section 10, Section Sections 11 and Section 13 12 hereof (hereinafter the "RESTRICTIVE COVENANTS") are reasonable and properly required for the adequate protection of the Company’s interests's interest. The Executive Consultant 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 Consultant confidential information concerning such restaurant the Company's and Company's affiliates' business methods and operating systems practices in reliance on the covenants contained in Section 10, Section 11 and Section 13 hereofthe Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof 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 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 that which is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the ExecutiveConsultant. If the Executive Consultant shall violate any of the covenants contained herein and if any court action is instituted by the Company to prevent or enjoin such violation, then the period of time during which the Executive’s 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 Executive’s 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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 of such proceedings, including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 10, Section 11 11, Section 13 and Section 13 15 hereof are reasonable and properly required for the adequate protection of the CompanyCompanies’ and the Employer’s interests. The Executive Employee acknowledges that the Company Companies is the owner or the licensee of various the Xxxxxxx’x Prime Steakhouse and Wine Bar® and Roy’s® trademarks, and the owner or the licensee of various the Xxxxxxx’x Prime Steakhouse and Wine Bar® and Roy’s® restaurant operating systems, and has provided systems and will continue to provide to the Executive Employee training in and confidential information concerning such 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 11, Section 13 and Section 13 15 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and 11, Section 13 hereof or Section 15 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Companies or the Employer to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company Companies or the Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, Section 11 11, Section 13 or Section 13 15 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 costs, including reasonable attorneys’ fees, 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 in Section 10, Section 11 11, Section 13 and Section 13 15 hereof are reasonable and properly required for the adequate protection of the Company’s and the Employer’s interests. The Executive 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 has provided systems and will continue to provide to the Executive Employee training in and confidential information concerning such restaurant operating systems in reliance on the covenants contained in Section 10, Section 11 11, Section 13 and Section 13 15 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and 11, Section 13 hereof or Section 15 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company or the Employer to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company or the Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, Section 11 11, Section 13 or Section 13 15 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 costs, including reasonable attorneys’ fees, of such proceedings, 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 in Section 101, Section 11 2 and Section 13 hereof 4 of this Exhibit are reasonable and properly required for the adequate protection of the Company’s interests. The Executive acknowledges You acknowledge that the Company or its Affiliate is the owner owner, or the licensee of various trademarksthe trademarks used by it, and the owner or the licensee of various the 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 Section 101, Section 11 and 2 or Section 13 hereof 4 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall will be considered divisible, both whether as to the time and 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 will 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 or the scope of the restricted activity to be unreasonable, arbitrary arbitrary, or against public policy, a lesser time period or geographical area or scope of activity that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the Executiveyou. If the Executive shall you violate any of the covenants contained herein and if any court action is instituted by the Company to prevent or enjoin such violation, then the period of time during which the Executive’s your business activities shall will be restricted, as provided in this Agreement, shall will be lengthened by a period of time equal to the period between the date of the Executive’s your 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 will become final and not subject to further appeal. In the event it is necessary for the Company to initiate If either party initiates legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, Section 11 or Section 13 hereofthis Agreement, each party shall will pay its own legal fees, and the prevailing party in such proceedings shall will be entitled to receive from the non-prevailing party, in addition to all other remedies, all 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 in Section 9, Section 10, Section 11 12 and Section 13 14 hereof are reasonable and properly required for the adequate protection of the CompanyEmployer’s interests. The Executive Employee acknowledges that the Company Employer is the owner or the licensee of various the Carrabba's Italian Grill® trademarks, and the owner or the licensee of various the Carrabba's Italian Grill® restaurant operating systems, and has provided system and will continue to provide to the Executive Employee training in and confidential information concerning such the Carrabba's Italian Grill® restaurant Carrabba's Italian Grill, Inc. operating systems system in reliance on the covenants contained in Section 9, Section 10, Section 11 12 and Section 13 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 9, Section 10, Section 11 and 12 or Section 13 hereof 14 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Employer to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 9, Section 10, Section 11 12 or Section 13 14 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 costs, including reasonable attorneys’ fees, 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 in Section 10, Section 11 and Section 13 hereof are reasonable and properly required for the adequate protection of the CompanyEmployer’s interests. The Executive Employee acknowledges that the Company Employer or its Affiliate is the owner or the licensee of various trademarksthe Trademarks, and the owner or the licensee of various the 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 Section 10, Section 11 and or 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 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Employer to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 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 in Section 10, Section 11 and Section 13 hereof this Article V are reasonable and properly required for the adequate protection of the Company’s interests. The Executive acknowledges that the Company is the owner or the licensee of various trademarks, CIGI 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 hereofSystem. It is agreed by the parties hereto each Carrabba Entity that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof are held to this Article V be unreasonable, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 arbitrary, or against public policy, a lesser time period or geographical area that which is determined to be reasonable, nonarbitrary non­arbitrary, and not against public policy may be enforced against the Executiveeach Carrabba Entity. If the Executive any Carrabba Entity shall violate any of the covenants contained herein and if any court action is instituted by the Company CIGI to prevent or enjoin such violationviola­tion, then the period of time during which the Executive’s 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 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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 of such proceedings, including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 10SECTION 12.1, Section 11 and Section 13 12.2 AND 12.3 hereof are reasonable and properly required for the adequate protection of the Company’s 's and Members' 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 Section 10SECTION 12.1, Section 11 and Section 13 hereof 12.2 OR 12.3 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 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 that which is the longest period of time and largest geographical area determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the Executiveenforced. If the Executive shall violate any of the covenants contained herein are violated and if any court action is instituted by the Company or a Member 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 Company or a Member to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10SECTION 12.1, Section 11 or Section 13 12.2 OR 12.3 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 costs, including reasonable attorneys' fees, of such proceedings, 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 in Section 10, Section 11 and Section 13 hereof this Article V are reasonable and properly required for the adequate protection of the Company’s interests. The Executive acknowledges that the Company is the owner or the licensee of various trademarks, CIGI 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 hereofSystem. It is agreed by the parties hereto each Carrabba Entity that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof are held to this Article V be unreasonable, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 arbitrary, or against public policy, a lesser time period or geographical area that which is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the Executiveeach Carrabba Entity. If the Executive any Carrabba Entity shall violate any of the covenants contained herein and if any court action is instituted by the Company CIGI to prevent or enjoin such violation, then the period of time during which the Executive’s 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 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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 of such proceedings, including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize (a) L Jonex xxxeby acknowledges that he is one of two shareholders in the Company and acknowledge that, if he were to Participate In a Competitive Business or otherwise violates the terms and conditions of this Agreement, such activity would result in significant loss of the goodwill acquired by PEC and PDC pursuant to the Transaction. L Jonex xxxther acknowledges and agrees that the geographical covenants and time limitations contained agreements set forth in Section 10, Section 11 and Section 13 hereof are reasonable and properly required for the adequate protection this Agreement formed part of the Company’s interests. The Executive acknowledges that consideration to the Company is Transaction and were a material inducement to PEC and PDC to enter into the owner or Transaction and perform the licensee of various trademarksobligations resulting therefrom, and the owner or the licensee of various restaurant operating systemsthat PEC and PDC, and has provided and will continue to provide to its owners, would not obtain the Executive training in and confidential information concerning such restaurant operating systems in reliance on benefit of the covenants contained in Section 10, Section 11 and Section 13 hereof. It is agreed bargain from the Transaction as specifically negotiated by the parties hereto that thereto if he were to Participate In a Competitive Business or otherwise violates the terms and conditions of this Agreement. (b) If any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof this Agreement are held to be unreasonable, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and to the geographical time, business scope and/or geographic area, with each month day 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 maximum 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 In the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory restrictions contained in this Agreement to be unreasonable, arbitrary or against public policy, a lesser time period period, business scope or geographical area that which is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the ExecutiveL Jonex and/or other restricted parties. If the Executive L Jonex xxx/or other restricted parties shall violate any of the covenants contained herein and if any court action is instituted by the Company to prevent or enjoin such violation, then the period of time during which the Executive’s business activities of L Jonex (xx other restricted parties) 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. (c) Without intending to limit the remedies available to PEC and PDC, L Jonex xxxnowledges that the remedy at law for any breach by him of the restrictions contained in this Agreement will be inadequate and would be difficult to ascertain and therefore, in the event of the breach or threatened breach of any such covenants, L Jonex xxxees that PEC and PDC shall have the right, in addition to any other rights it may have, to obtain in any court of competent jurisdiction specific performance of such Sections of this Agreement or injunctive relief to restrain any breach or threatened breach thereof. L Jonex (xxd all other restricted parties) hereby consents and agrees that temporary and permanent injunctive relief may be granted in any proceedings which might be brought to enforce any such covenants without the necessity of proof of actual damages or the posting of any bond, cash or otherwise. In the event it is necessary PEC or PDC applies for the Company to initiate legal proceedings to enforcesuch an injunction, interpret L Jonex xxxll not raise a defense thereto that PEC or construe any of the covenants contained in Section 10, Section 11 or Section 13 hereof, each party shall pay its own legal fees, and the prevailing party in such proceedings PDC has an adequate remedy at law. Nothing herein shall be entitled construed as prohibiting PEC or PDC from pursuing any other remedies available to receive PEC or PDC (whether at law or in equity) for such breach or threatened breach, including, without limitation, the recovery of monetary damages from L Jonex. Xxe provisions of this Section 4 shall survive the non-prevailing partyexpiration, in addition to all other remedies, all costs termination or cancellation of such proceedings, including appellate proceedingsthis Agreement.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 10, Section 11 Sections 16 and Section 13 17 hereof (hereinafter the "RESTRICTIVE COVENANTS") are reasonable and properly required for the adequate protection of the Company’s interestsClinic's interest. The Executive Physician 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 Clinic will continue to provide to the Executive training in and Physician confidential information concerning such restaurant the Clinic's business methods and operating systems practices in reliance on the covenants contained in Section 10, Section 11 and Section 13 hereofthe Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof 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 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 that which is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the ExecutivePhysician. If the Executive Physician shall violate any of the covenants contained herein and if any court action is instituted by the Company Clinic to prevent or enjoin such violation, then the period of time during which the Executive’s 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 Executive’s 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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 of such proceedings, including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 109, Section 11 10 and Section 13 12 hereof are reasonable and properly required for the adequate protection of the Employer's and the Company’s 's interests. The Executive Employee acknowledges that the Company or its Affiliate is the owner or the licensee of various trademarksthe Trademarks, and the owner or the licensee of various the 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 Section 109, Section 11 and 10 or Section 13 hereof 12 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Employer or the Company to prevent or enjoin such violation, then the period of time during which the Executive’s 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 Executive’s 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 Employer or the Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 109, Section 11 10 or Section 13 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 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 in Section 109, Section 11 10 and Section 13 12 hereof are reasonable and properly required for the adequate protection of the Employer and the Company’s interests. The Executive Employee acknowledges that the Company or its affiliate is the owner or the licensee of various trademarksthe Trademarks, and the owner or the licensee of various the 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 Section 109, Section 11 and 10 or Section 13 hereof 12 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Employer or the Company to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Employer or the Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 109, Section 11 10 or Section 13 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 costs, including but not limited to reasonable attorneys’ fees, 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 in Section 9, Section 10, Section 11 and Section 13 12 andSection 14 hereof are reasonable and properly required for the adequate protection of the Company’s and the Employer’s interests. The Executive Employee acknowledges that the Company is the owner or the licensee of various the Outback Steakhouse® trademarks, and the owner or the licensee of various the Outback Steakhouse® restaurant operating systems, and has provided system and will continue to provide to the Executive Employee training in and confidential information concerning such the Outback Steakhouse® restaurant operating systems system in reliance on the covenants contained in Section 9, Section 10, Section 11 and Section 13 12 andSection 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 9, Section 10, Section 11 and Section 13 hereof 12 orSection 14 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company or the Employer to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company or the Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 9, Section 10, Section 11 or Section 13 12 orSection 14 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 costs, including reasonable attorneys’ fees, 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 in Section 10, Section 11 Sections 16 and Section 13 17 hereof (hereinafter the "RESTRICTIVE COVENANTS") are reasonable and properly required for the adequate protection of the Company’s interestsGroup Practice's interest. The Executive Physician 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 has provided and Group Practice will continue to provide to the Executive training in and Physician Employee confidential information concerning such restaurant the Group Practice's business methods and operating systems practices in reliance on the covenants contained in Section 10, Section 11 and Section 13 hereofthe Restrictive Covenants. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof 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 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 that which is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the ExecutivePhysician Employee. If the Executive Physician Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Group Practice to prevent or enjoin such violation, then the period of time during which the Executive’s 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 Executive’s 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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 of such proceedings, including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 109, Section 11 10 and Section 13 12 hereof are reasonable and properly required for the adequate protection of the Employer’s and the Company’s interests. The Executive Employee acknowledges that the Company or its Affiliate is the owner or the licensee of various trademarksthe Trademarks, and the owner or the licensee of various the 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 Section 109, Section 11 and 10 or Section 13 hereof 12 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 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 arbitrary, or against public policy, a lesser time period or geographical area that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Employer or the Company to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Employer or the Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 109, Section 11 10 or Section 13 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 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 in Section 10, Section 11 9 and Section 13 hereof 10 herein are reasonable and properly required for the adequate protection of the Company’s interestsinterests of Asiago and its affiliates, including Panera. The Executive Employee acknowledges that Panera or Panera’s affiliates are the Company is owners of the owner or the licensee of various trademarks, Bakery-Cafe trademarks and the owner or the licensee of various restaurant operating systems, system and has provided and that Asiago and/or Panera will continue to provide to the Executive Employee training in and confidential information concerning such restaurant operating systems the system in reliance on the covenants contained in Section 10, Section 11 9 and Section 13 hereof10 herein. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 9 and Section 13 hereof 10 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 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 that which is the longest time period and largest geographical area determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Asiago or Panera to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 of such proceedings, including appellate proceedings.

Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 10, Section 11 and Section 13 hereof are reasonable and properly required for the adequate protection of the CompanyEmployer’s interests. The Executive Employee acknowledges that the Company Employer or its Affiliate is the owner or the licensee of various trademarksthe Trademarks, and the owner or the licensee of various the 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 Section 10, Section 11 and or 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 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 that is determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Employer to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 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 in Section 1012.1, Section 11 12.2 and Section 13 12.3 hereof are reasonable and properly required for the adequate protection of the Company’s and Members’ 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 Section 1012.1, Section 11 and Section 13 hereof 12.2 or 12.3 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 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 that which is the longest period of time and largest geographical area determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the Executiveenforced. If the Executive shall violate any of the covenants contained herein are violated and if any court action is instituted by the Company or a Member 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 Company or a Member to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 1012.1, Section 11 12.2 or Section 13 12.3 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 costs, including reasonable attorneys’ fees, 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 in Section 10, Section 11 9 and Section 13 hereof 10 herein are reasonable and properly required for the adequate protection of the Company’s interestsinterests of Asiago and its affiliates, including Panera. The Executive Employee acknowledges that Panera or Panera’s affiliates are the Company is owners of the owner or the licensee of various trademarks, Bakery-Cafe trademarks and the owner or the licensee of various restaurant operating systems, system and has provided and that Asiago and/or Panera will continue to provide to the Executive Employee training in and confidential information concerning such restaurant operating systems the system in reliance on the covenants contained in Section 10, Section 11 9 and Section 13 hereof10 herein. It is agreed by the parties hereto herein that if any portion of the restrictions contained in Section 10, Section 11 9 and Section 13 hereof 10 are held to be unreasonable, arbitrary arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and 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 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 that which is the longest time period and largest geographical area determined to be reasonable, nonarbitrary nonarbitrary, and not against public policy may be enforced against the ExecutiveEmployee. If the Executive Employee shall violate any of the covenants contained herein and if any court action is instituted by the Company Asiago or Panera to prevent or enjoin such violation, then the period of time during which the ExecutiveEmployee’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 ExecutiveEmployee’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 Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, 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 of such proceedings, including appellate proceedings.