Common use of Separate Covenants Clause in Contracts

Separate Covenants. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business as it may be conducted by the Company and its successors on or after the date hereof, and each city, county, state, country or other region included within the Restricted Area. The parties expressly agree that the character, duration and geographical scope of this Agreement are reasonable in light of the circumstances as they exist on the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of this Agreement is unreasonable in light of the circumstances as they then exist, then it is the intention and the agreement of Parent, the Company, Merger Sub and Employee that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Parent, the Company or Employee that are reasonable in light of the circumstances as they then exist and as are necessary to assure the Company and Parent of the intended benefit of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because, taken together, they are more extensive than necessary to assure the Company and Parent of the intended benefit of this Agreement, it is expressly understood and agreed among the parties hereto that those of such covenants that, if eliminated, would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions hereof.

Separate Covenants. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business included within the Business as it may be conducted by the Company and its successors on or after the date hereof, and each city, county, state, country or other region included within the Restricted Business Area. The parties expressly agree that the character, duration and geographical scope of this Agreement are reasonable in light of the circumstances as they exist on the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction Court at a later date that the character, duration or geographical scope of this Agreement is unreasonable in light of the circumstances as they then exist, then it is the intention and the agreement of Parent, the Company, Merger Sub the Acquiror and Employee Holder that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the conduct of ParentHolder that may be enforceable under applicable law, to the Company or Employee that are reasonable in light fullest extent of the circumstances as they then exist and as are necessary such enforceability to assure the Company and Parent the Acquiror of the intended benefit of this Agreement. If, in any judicial proceeding, a court Court shall refuse to enforce all of the separate covenants deemed included herein because, taken together, they are more extensive than necessary to assure the Company and Parent the Acquiror of the intended benefit of this Agreement, it is expressly understood and agreed among the parties hereto that those of such covenants that, if eliminated, would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions hereof.

Separate Covenants. This Agreement covenants in this Section 6 shall be ------------------ deemed to consist of a series of separate covenants, one for each line of business as it may be conducted by the Company and its successors on or after the date hereof, included in a Business and each city, county, state, country or other region included within the Restricted Business Area, identical in terms except for geographic coverage. The parties expressly agree that the character, duration and geographical scope of this Agreement covenants in this Section 6 are reasonable in light of the circumstances as they exist on the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of any covenant of this Agreement Section 6 is unreasonable in light of the circumstances as they then exist, then it is the intention and the agreement of Parent, Employee and the Company, Merger Sub and Employee Company that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Parent, the Company or Employee that are reasonable in light of the circumstances as they then exist and as are necessary to assure the Company SBS and Parent DURECT of the intended benefit of this Agreement, including reformation by such court of such covenant or covenants to the maximum scope, time or geographic limitations, as the case may be, permitted by applicable laws. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because, taken together, they are more extensive than necessary to assure the Company and Parent DURECT of the intended benefit of this Agreement, it is expressly understood and agreed among the parties hereto that those of such covenants that, if eliminated, would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions hereof.

Separate Covenants. This Agreement shall Section 6.11 will be deemed to consist of a series of separate covenants, one for each line of business as it that may be conducted by the Company and its successors on or after the date hereof, and each city, county, state, country or other region included within the Restricted AreaCompany. The parties Stockholders expressly agree that the character, duration and geographical scope of the covenants and agreements contained in this Agreement Section 6.11 are reasonable in light of the circumstances as they exist on the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction Governmental Authority at a later date that the character, duration or geographical scope of the covenants and agreements contained in this Agreement Section 6.11 is unreasonable in light of the circumstances as they then exist, then it is the intention and the agreement of Parent, the Company, Merger Sub Stockholders that the covenants and Employee that agreements contained in this Agreement shall Section 6.11 be construed by the court Governmental Authority in such a manner as to impose only those restrictions on the conduct of Parent, the Company or Employee Stockholder that are reasonable in light of the circumstances as they then exist and as are necessary to assure the Buyer and the Company and Parent of the intended benefit and enforceability of the covenants and agreements contained in this AgreementSection 6.11. If, in any judicial proceeding, If a court shall refuse Governmental Authority refuses to enforce all of the separate covenants deemed included herein because, taken together, they are more extensive than necessary to assure the Buyer and the Company and Parent of the intended benefit and enforceability of this AgreementSection 6.11, it is expressly understood and agreed among the parties hereto Stockholders that those of such covenants that, if eliminated, would permit the remaining separate covenants to be enforced in such proceeding shallwill, for the purpose of such proceeding, be deemed eliminated from the provisions hereof.

Separate Covenants. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business as it may be conducted by the Company and its successors on or after the date hereof, and each city, county, state, country or other region included within the Restricted AreaTerritory. The parties Parties expressly agree that the character, duration duration, geographic area and geographical subject matter scope of this Agreement are reasonable in light of the circumstances as they exist on the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration duration, geographical area or geographical subject matter scope of this Agreement is unreasonable exceeds that permitted by applicable Law in light of the circumstances as they then exista particular jurisdiction, then it is the intention Parties agree that such provision(s) will be reformed to the maximum character, duration, geographical area and subject matter scope, as the agreement case may be, permitted by applicable Law in such jurisdiction, without affecting the enforceability of Parent, the Company, Merger Sub and Employee that any provisions of this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Parent, the Company or Employee that are reasonable in light of the circumstances as they then exist and as are necessary to assure the Company and Parent of the intended benefit of this Agreementother jurisdictions. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because, taken together, they are more extensive (after giving effect to any reformation contemplated by the preceding sentence) than necessary or appropriate to assure the Company and Parent of the intended benefit of this Agreement, it is expressly understood and agreed among the parties Parties hereto that those of such covenants that, if eliminated, would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions hereofhereof in that jurisdiction.

Separate Covenants. This The parties hereto agree that (i) the covenants of Seller set forth in this Agreement shall be deemed constitute a material inducement for Parent to consist execute, deliver and consummate the | Merger Agreement, (ii) such covenants are an integral and essential element of the transactions contemplated by the Merger Agreement and are necessary to protect and preserve the Company’s, and Parent’s and its subsidiaries’, legitimate business interests, (iii) but for such covenants, Parent would not have entered into the Merger Agreement and (iv) irreparable harm would result to Parent and its subsidiaries as a result of a series violation or breach (or potential violation or breach) by Seller of separate covenants, one for each line of business as it may be conducted by the Company this Agreement. Seller acknowledges and its successors on or after the date hereof, and each city, county, state, country or other region included within the Restricted Area. The parties expressly agree agrees that the character, duration and geographical scope of restrictions contained in this Agreement are reasonable in light for the purpose of preserving for Parent and its subsidiaries’ benefit the proprietary rights, going business value and goodwill of the circumstances as they exist on business of the date upon which this Agreement has been executedCompany. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical geographic scope of this Agreement is unreasonable in light of the circumstances as they then exist, then it is the intention and the agreement of Parent, the Company, Merger Sub and Employee parties hereto that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Parent, the Company or Employee that Seller which are reasonable in light of the circumstances as they then exist and as are necessary to assure the Company and Parent of the intended benefit of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because, taken together, they are more extensive than necessary to assure the Company and Parent of the intended benefit of this Agreement, it is expressly understood and agreed among by the parties hereto that those of such covenants thatwhich, if eliminated, would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions hereof.

Separate Covenants. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business as it may be conducted covenants by the Company and its successors on or after the date hereof, and each city, county, state, country or other region included within the Restricted Areame. The parties expressly agree that the character, duration and geographical scope of this Agreement are reasonable in light of the circumstances as they exist on the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction nonetheless determine at a later date that the character, duration or geographical scope of this Agreement is unreasonable in light of the circumstances as they then exist, then it is the my intention and the agreement of Parent, the Company, Merger Sub and Employee that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the my conduct of Parent, the Company or Employee that are reasonable in light of the circumstances as they then exist and as are necessary to assure the Company and Parent of the intended benefit of this AgreementAgreement to the maximum extent permitted by applicable law. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because, taken together, together they are more extensive than necessary to assure the Company and Parent of the intended benefit of this Agreement, it is expressly understood and agreed among between the parties hereto that those of such covenants that(or portions thereof), which, if eliminated, would permit the remaining separate covenants (or portions thereof) to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions hereof.

Separate Covenants. This The noncompetition and noninterference provisions of this Agreement shall be deemed to consist of a series of separate covenants, one for each line of business as it may be conducted carried on by the Company and its successors on or after the date hereof, Affiliates and each city, county, state, country or other region included within the Restricted Areageographic area referred to in Section 6 hereof. The parties expressly agree that the character, duration and geographical scope of such provisions in this Agreement are reasonable in light of the circumstances as they exist on the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of this Agreement such provisions is unreasonable in light of the circumstances as they then exist, then it is the intention and the agreement of Parent, Executive and the Company, Merger Sub Company that such noncompetition and Employee that noninterference provisions of this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Parent, the Company or Employee that Executive which are reasonable in light of the circumstances as they then exist and as are necessary to assure the Company and Parent its Affiliates of the intended benefit benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because, taken together, together they are more extensive than necessary to assure the Company and Parent its Affiliates of the intended benefit of this Agreementsuch noncompetition and noninterference provisions, it is expressly understood and agreed among between the parties hereto that those of such covenants thatwhich, if eliminated, would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions hereof.

Separate Covenants. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business included within the Business as it may be conducted by the Company and its successors on or after the date hereof, and each city, county, state, country or other region included within the Restricted Business Area. The parties expressly agree that the character, duration and geographical scope of this Agreement are reasonable in light of the circumstances as they exist on the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of this Agreement is unreasonable in light of the circumstances as they then exist, then it is the intention and the agreement of Parent, the Company, Merger Sub Company and Employee Shareholder that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Parent, the Company or Employee Shareholder that are reasonable in light of the circumstances as they then exist and as are necessary to assure the Company and Parent of the intended benefit of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because, taken together, they are more extensive than necessary to assure the Company and Parent of the intended benefit of this Agreement, it is expressly understood and agreed among the parties hereto that those of such covenants that, if eliminated, would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions hereof.

Separate Covenants. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business included within the Business as it may be conducted by the Company Parent and its successors existing and future Affiliates and its successors, if any, on or after the date hereof, and each city, county, state, country or other region included within the Restricted Business Area. The parties expressly agree that the character, duration and geographical scope of this Agreement are reasonable in light of the circumstances as they exist on the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court Court of competent jurisdiction at a later date that the character, duration or geographical scope of this Agreement is unreasonable in light of the circumstances as they then exist, then it is the intention and the agreement of Parent, the Company, Merger Sub Parent and Employee Stockholder that this Agreement shall be construed by the court Court in such a manner as to impose only those restrictions on the conduct of Parent, the Company or Employee Parent and Stockholder that are reasonable in light of the circumstances as they then exist and as are necessary to assure the Company Parent and Parent its existing and future Affiliates of the intended benefit of this Agreement. If, in any judicial proceeding, a court Court shall refuse to enforce all of the separate covenants deemed included herein because, taken together, they are more extensive than necessary to assure the Company Parent and Parent its existing and future Affiliates of the intended benefit of this Agreement, it is expressly understood and agreed among the parties hereto that those of such covenants that, if eliminated, would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions hereof.

Separate Covenants. This Agreement shall be deemed to consist of a series of separate covenantscovenants by me, one for each line of business as it may be conducted carried on by the Company and its successors on or after the date hereof, and each city, county, state, country or other region included within the Restricted AreaCompany. The parties expressly agree that the character, duration and geographical scope of this Agreement are reasonable in light of the circumstances as they exist on the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction nonetheless determine at a later date that the character, duration or geographical scope of this Agreement is unreasonable in light of the circumstances as they then exist, then it is the my intention and the agreement of Parent, the Company, Merger Sub and Employee that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the my conduct of Parent, the Company or Employee that are reasonable in light of the circumstances as they then exist and as are necessary to assure the Company and Parent of the intended benefit of this AgreementAgreement to the maximum extent permitted by applicable law. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because, taken together, together they are more extensive than necessary to assure the Company and Parent of the intended benefit of this Agreement, it is expressly understood and agreed among between the parties hereto that those of such covenants that(or portions thereof), which, if eliminated, would permit the remaining separate covenants (or portions thereof) to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions hereof.

Separate Covenants. This Agreement shall be deemed to consist of a series of separate covenantscovenants of Stockholder, one for each line of business as it may be conducted carried on by the Company and its successors on or after the date hereof, and each city, county, state, country or other region included within the Restricted AreaBusiness. The parties expressly agree that the character, duration and geographical scope of this Agreement are reasonable in light of the circumstances as they exist on the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of this Agreement is unreasonable in light of the circumstances as they then exist, then it is the intention and the agreement of Parent, the Company, Merger Sub and Employee Stockholder that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Parent, the Company or Employee that Stockholder which are reasonable in light of the circumstances as they then exist and as are necessary to assure Parent and the Company and Parent of the intended benefit of this AgreementAgreement to the maximum extent permitted by applicable law. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because, taken together, together they are more extensive than necessary to assure Parent and the Company and Parent of the intended benefit of this Agreement, it is expressly understood and agreed among between the parties hereto that those of such covenants that(or portions thereof) which, if eliminated, would permit the remaining separate covenants (or portions thereof) to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions hereof.

Separate Covenants. This Agreement The covenants in this Section 6 shall be deemed to consist of a series of separate covenants, one for each line of business as it may be conducted by the Company and its successors on or after the date hereof, included in a Business and each city, county, state, country or other region included within the Restricted Business Area, identical in terms except for geographic coverage. The parties expressly agree that the character, duration and geographical scope of this Agreement covenants in this Section 6 are reasonable in light of the circumstances as they exist on the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of any covenant of this Agreement Section 6 is unreasonable in light of the circumstances as they then exist, then it is the intention and the agreement of Parent, Employee and the Company, Merger Sub and Employee Company that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Parent, the Company or Employee that are reasonable in light of the circumstances as they then exist and as are necessary to assure the Company BPI and Parent DURECT of the intended benefit of this Agreement, including reformation by such court of such covenant or covenants to the maximum scope, time or geographic limitations, as the case may be, permitted by applicable laws. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because, taken together, they are more extensive than necessary to assure the Company and Parent DURECT of the intended benefit of this Agreement, it is expressly understood and agreed among the parties hereto that those of such covenants that, if eliminated, would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions hereof.

Separate Covenants. This Agreement shall be deemed to consist of a series of separate covenants, one for each line of business as it may be conducted by included within the Company and its successors on or after the date hereof, Restricted Business and each city, county, state, country or other region included within the Restricted Business Area. The parties expressly agree that the character, duration duration, geographic and geographical scope limitation of this Agreement are reasonable in light of the circumstances as they exist on the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration duration, geographical or geographical scope limitation of this Agreement is unreasonable in light of the circumstances as they then existexceeds that permitted by applicable law, then it is the intention parties agree that such provision(s) will be reformed to the maximum character, duration, geographical and scope limitations, as the agreement of Parentcase may be, the Company, Merger Sub and Employee that this Agreement shall be construed permitted by the court in such a manner as to impose only those restrictions on the conduct of Parent, the Company or Employee that are reasonable in light of the circumstances as they then exist and as are necessary to assure the Company and Parent of the intended benefit of this Agreementapplicable law. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because, taken together, they are more extensive (after giving effect to any reformation contemplated by the preceding sentence) than necessary or appropriate to assure the Company and Parent Yahoo! of the intended benefit of this Agreement, it is expressly understood and agreed among the parties hereto that those of such covenants that, if eliminated, would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions hereof.