Common use of Restrictions Reasonable Clause in Contracts

Restrictions Reasonable. The Parties acknowledge that the restrictions contained in this Article IX are reasonable and necessary to protect the legitimate interests of Company and constitute a material inducement to Company to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Article IX should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Article IX and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Appears in 6 contracts

Samples: Stockholder Agreement (Autobytel Inc), Stockholder Agreement (Autobytel Inc), Stockholder Agreement (Autobytel Inc)

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Restrictions Reasonable. The Parties acknowledge Restricted Party agrees that the restrictions limitations as to time, geographic area and scope of activity to be restrained contained in this Article IX Agreement are fair and reasonable and are not greater than necessary to protect the legitimate interests of Company the Protected Parties and constitute a material inducement to Company to enter into this Agreement and consummate the transactions contemplated by this AgreementTalos. In the event that any covenant contained in this Article IX Agreement should ever be adjudicated to exceed the time, geographic, product or service service, or other limitations permitted by applicable Law law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service service, or other limitations permitted by applicable Lawlaw in such jurisdiction. The covenants contained in this Article IX Agreement and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Appears in 1 contract

Samples: Non Competition and Non Solicitation Agreement (Helix Energy Solutions Group Inc)

Restrictions Reasonable. The Parties acknowledge that the restrictions contained in this Article IX are reasonable and necessary to protect the legitimate interests of Company and constitute a material inducement to Company to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Article IX should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Article IX and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.. 9.5

Appears in 1 contract

Samples: Stockholder Agreement

Restrictions Reasonable. The Parties acknowledge that the restrictions contained in this Article IX III are reasonable and necessary to protect the legitimate interests of Company and constitute a material inducement to Company to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Article IX III should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Article IX III and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Appears in 1 contract

Samples: Non Competition Agreement (Autobytel Inc)

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Restrictions Reasonable. The Parties parties acknowledge that the restrictions contained in this Article IX II are reasonable and necessary to protect the legitimate interests of Company Purchaser and Purchaser's Affiliates and constitute a material inducement to Company Purchaser to enter into this the Asset Purchase Agreement and to consummate the transactions contemplated by this AgreementTransactions. In the event that any covenant contained in this Article IX II should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law Laws in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable LawLaws. The covenants contained in this Article IX II and each provision hereof are severable and distinct covenants and provisions. The invalidity or 124 unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Appears in 1 contract

Samples: Asset Purchase Agreement (Autobytel Inc)

Restrictions Reasonable. The Parties acknowledge that the restrictions contained in this Article IX are reasonable and necessary to protect the legitimate interests of Company and constitute a material inducement to Company to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Article IX should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Article IX and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.. 24 9.5

Appears in 1 contract

Samples: Stockholder Agreement

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