Reasonably Necessary Clause Samples

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Reasonably Necessary. The Company and the Executive agree that the Confidential Information set forth in Section 6.1 and the substantial relationships with the Company's specific prospective and existing customers and vendors: (i) are valuable, special, and a unique asset of the Company; (ii) have provided and will hereafter provide the Company with a substantial competitive advantage in the operation of its business; and (iii) are a legitimate business interest of the Company. The Company and the Executive also agree that the existence of these legitimate business interests justifies the need for the restrictive covenants set forth in this Article 2, and the restrictive covenants are reasonably necessary to protect the Company's legitimate business interests.
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Reasonably Necessary. Corporation and Consultant agree that the Confidential Information set forth in Section 6(a), including, without limitation, trade secrets: (i) are valuable, special, and a unique asset of Corporation; (ii) have provided and will hereafter provide Corporation with a substantial competitive advantage in the operation of its business; and (iii) are a legitimate business interest of Corporation. Corporation and Consultant also agree that the existence of these legitimate business interests justifies the need for the restrictive covenants set forth in this Section 6, and the restrictive covenants are reasonably necessary to protect Corporation's legitimate business interests.
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Reasonably Necessary. Seller, the Shareholder and Buyer agree that there exist legitimate business interests which justify the need for the restrictive covenants set forth in this Paragraph 23, including, without limitation, (i) the Property is valuable, confidential business information and is the basis of the bargain between the parties hereto, (ii) substantial relationships with the specific prospective and existing customers of Buyer and of Seller are associated with, and are a significant part of, the Property being acquired hereby, and (iii) there exists significant customer goodwill associated with (A) the ongoing Business by way of the Computer Products, the trademarks and other intellectual property being conveyed by Seller and/or the Shareholder hereby and (B) the areas where the Buyer, and the Business of the Seller, transacts business. Seller, Shareholder and Buyer agree that the restrictive covenants set forth in this Paragraph 23 have been drafted so as to reflect the parties intent that such covenants be upheld by a court interpreting such provisions, including, without limitation, under Florida Statute 542.335(1)(d)(3).
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Reasonably Necessary. Seller, Stockholder and Purchaser -------------------- agree that these restrictive covenants are reasonably necessary to protect Purchaser's legitimate business interests and are essential elements of this Agreement, and that, but for the Agreement of the Seller and Stockholder to comply with such covenants, the Purchaser would not have entered into this Agreement.
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Related to Reasonably Necessary

  • Servicer Shall Provide Information as Reasonably Required The Servicer shall furnish to the Trustee, during the term of this Agreement, such periodic, special, or other reports or information, whether or not provided for herein, as shall be necessary, reasonable, or appropriate in respect to the Trustee, or otherwise in respect to the purposes of this Agreement, all such reports or information to be as provided by and in accordance with such applicable instructions and directions as the Trustee may reasonably require.

  • Reasonable Efforts/Cooperation Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

  • Assistance Registry Operator will co-­‐operate and provide reasonable assistance to ICANN and the CZDA Provider to facilitate and maintain the efficient access of zone file data by permitted users as contemplated under this Schedule.

  • Reasonable I agree and acknowledge that the time limitation on the restrictions in this paragraph, combined with the geographic scope, is reasonable. I also acknowledge and agree that this paragraph is reasonably necessary for the protection of Company’s Proprietary Information as defined in paragraph 1.2 herein, that through my employment I shall receive adequate consideration for any loss of opportunity associated with the provisions herein, and that these provisions provide a reasonable way of protecting Company’s business value which will be imparted to me. If any restriction set forth in this paragraph 4 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

  • Further Action; Reasonable Best Efforts (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto and their respective Representatives shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) cooperate with the other parties hereto and use its reasonable best efforts, and cause its Subsidiaries to use their respective reasonable best efforts, to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to employ such resources as are necessary to (x) obtain and/or maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party and (y) obtain the Requisite Regulatory Approvals and taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that no party hereto shall be required to take any such action if such action would result in or may be reasonably likely to result in a Company Material Adverse Effect. (b) Each party hereto shall, upon request by any other party, furnish such other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of Parent, Merger Sub, the Company or any of their respective Subsidiaries to any Third Party and/or any Governmental Authority in connection with the Transactions.