Common use of Survival; Authorization to Modify Restrictions Clause in Contracts

Survival; Authorization to Modify Restrictions. The Executive acknowledges and agrees that the covenants of the Executive and the restrictions contained in this Section 9 are intended to protect the Company's interest in its Confidential Information and its commercial relationships and goodwill with its customers, prospective customers, vendors, suppliers, consultants and employees. The Executive further acknowledges and agrees that the covenants of the Executive, and the restrictions contained in this Section 9, shall survive termination of this Agreement and any termination of the Executive's employment, for the periods stated herein and shall continue in full force and effect regardless of any change in the Executive's title, duties, responsibility, compensation or benefits while he remains employed by the Company. The Executive represents that he has read and understands the provisions of this Agreement, including this Section 9 that he has had the opportunity to consult with counsel concerning such provisions, and that he understands the effect of such provisions on his ability to earn his livelihood upon any termination of his employment with the Company. The Executive acknowledges that it would cause the Company serious and irreparable injury and cost if Executive were to use his ability and knowledge in competition with the Company or to otherwise breach the obligations contained in this Section 9 and, in view of the nature and level of his responsibilities and the level of his compensation, agrees that the provisions of this Section 9 are reasonable. Accordingly, it is the intention of the parties that the provisions of this Section 9 shall be enforceable to the fullest extent permissible under applicable law, but that if any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then (A) the court may amend such portion or provision so as to comply with law in a manner consistent with the intention of this Agreement, (B) the remainder of this Agreement, or the application of such illegal or unenforceable portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby and (C) each portion or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

Survival; Authorization to Modify Restrictions. The Executive acknowledges and agrees that the covenants of the Executive and the restrictions contained in this Section 9 7 are intended to protect the Company's Companies’ interest in its Confidential Information and its commercial relationships and goodwill good will with its customers, prospective customers, vendors, suppliers, consultants and employees. The Executive further acknowledges and agrees that the covenants of the Executive, Executive and the restrictions contained in this Section 97 can be assigned by the Company to a successor, subsidiaries, or affiliates and shall survive the termination of this Agreement and any termination of the Executive's ’s employment, regardless of reason, for the periods stated herein and shall continue in full force and effect regardless of any change in the Executive's ’s title, duties, responsibility, compensation or benefits while he remains employed by the CompanyCompanies; provided, however, that the covenants contained in Sections 7(d) and 7(e) shall not survive any termination of employment (i) for which a Notice of Termination is given during the Termination Period following a Change in Control, each as defined in the Prior Agreement or (ii) which is a termination of employment described in the second sentence of Section 1(j) of the Change in Control Agreement. The Executive represents that he has read and understands the provisions of this Agreement, including this Section 9 7, that he has had the opportunity to consult with counsel concerning such provisions, and that he understands the effect of such provisions on his ability to earn his livelihood upon any termination of his employment with the Company. The Executive acknowledges that it would cause the Company Companies serious and irreparable injury and cost if Executive were to use his ability and knowledge in competition with the Company Companies or to otherwise breach the obligations contained in this Section 9 7 and, in view of the nature and level of his responsibilities and the level of his compensation, agrees that the provisions of this Section 9 7 are reasonable. Accordingly, it is the intention of the parties that the provisions of this Section 9 7 shall be enforceable to the fullest extent permissible under applicable law, but that if any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then (A) the court may amend such portion portions or provision so as to comply with law in a manner consistent with the intention of this Agreement, (B) the remainder of this Agreement, or the application of such illegal or unenforceable portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby and (C) each portion or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

Survival; Authorization to Modify Restrictions. The Executive acknowledges and agrees that the covenants of the Executive and the restrictions contained in this Section 9 are intended to protect the Company's interest in its Confidential Information and its commercial relationships and goodwill with its customers, prospective customers, vendors, suppliers, consultants and employees. The Executive further acknowledges and agrees that the covenants of the Executive, and the restrictions contained in this Section 9, shall survive termination of this Agreement and any termination of the Executive's employment, for the periods stated herein and shall continue in full force and effect regardless of any change in the Executive's title, duties, responsibility, compensation or benefits while he she remains employed by the Company. The Executive represents that he she has read and understands the provisions of this Agreement, including this Section 9 that he she has had the opportunity to consult with counsel concerning such provisions, and that he she understands the effect of such provisions on his her ability to earn his her livelihood upon any termination of his her employment with the Company. The Executive acknowledges that it would cause the Company serious and irreparable injury and cost if Executive were to use his her ability and knowledge in competition with the Company or to otherwise breach the obligations contained in this Section 9 and, in view of the nature and level of his her responsibilities and the level of his her compensation, agrees that the provisions of this Section 9 are reasonable. Accordingly, it is the intention of the parties that the provisions of this Section 9 shall be enforceable to the fullest extent permissible under applicable law, but that if any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then (A) the court may amend such portion or provision so as to comply with law in a manner consistent with the intention of this Agreement, (B) the remainder of this Agreement, or the application of such illegal or unenforceable portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby and (C) each portion or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

Survival; Authorization to Modify Restrictions. The Executive acknowledges and agrees that the covenants of the Executive and the restrictions contained in this Section 9 7 are intended to protect the Company's Companies’ interest in its Confidential Information and its commercial relationships and goodwill good will with its customers, prospective customers, vendors, suppliers, consultants and employees. The Executive further acknowledges and agrees that the covenants of the Executive, Executive and the restrictions contained in this Section 97 can be assigned by the Company to a successor, subsidiaries, or affiliates and shall survive the termination of this Agreement and any termination of the Executive's ’s employment, regardless of reason, for the periods stated herein and shall continue in full force and effect regardless of any change in the Executive's ’s title, duties, responsibility, compensation or benefits while he remains employed by the CompanyCompanies; provided, however, that the covenants contained in Sections 7(d) and 7(e) shall not survive any termination of employment (i) for which a Notice of Termination is given during the Termination Period following a Change in Control, each as defined in the Change in Control or (ii) which is a termination of employment described in the second sentence of Section 1(j) of the Prior Agreement. The Executive represents that he has read and understands the provisions of this Agreement, including this Section 9 7, that he has had the opportunity to consult with counsel concerning such provisions, and that he understands the effect of such provisions on his ability to earn his livelihood upon any termination of his employment with the Company. The Executive acknowledges that it would cause the Company Companies serious and irreparable injury and cost if Executive were to use his ability and knowledge in competition with the Company Companies or to otherwise breach the obligations contained in this Section 9 7 and, in view of the nature and level of his responsibilities and the level of his compensation, agrees that the provisions of this Section 9 7 are reasonable. Accordingly, it is the intention of the parties that the provisions of this Section 9 7 shall be enforceable to the fullest extent permissible under applicable law, but that if any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then (A) the court may amend such portion portions or provision so as to comply with law in a manner consistent with the intention of this Agreement, (B) the remainder of this Agreement, or the application of such illegal or unenforceable portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby and (C) each portion or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

Survival; Authorization to Modify Restrictions. The Executive acknowledges and agrees that the covenants of the Executive and the restrictions contained in this Section 9 7 are intended to protect the Company's Companies’ interest in its Confidential Information and its commercial relationships and goodwill good will with its customers, prospective customers, vendors, suppliers, consultants and employees. The Executive further acknowledges and agrees that the covenants of the Executive, Executive and the restrictions contained in this Section 97 can be assigned by the Company to a successor, subsidiaries, or affiliates and shall survive the termination of this Agreement and any termination of the Executive's ’s employment, regardless of reason, for the periods stated herein and shall continue in full force and effect regardless of any change in the Executive's ’s title, duties, responsibility, compensation or benefits while he remains employed by the CompanyCompanies; provided, however, that the covenants contained in Sections 7(d) and 7(e) shall not survive any termination of employment (i) for which a Notice of Termination is given during the “Termination Period” following a “Change in Control”, each as defined in the Change in Control Agreement or (ii) which is a termination of employment described in the second sentence of Section 1(j) of the Change in Control Agreement. The Executive represents that he has read and understands the provisions of this Agreement, including this Section 9 7, that he has had the opportunity to consult with counsel concerning such provisions, and that he understands the effect of such provisions on his ability to earn his livelihood upon any termination of his employment with the Company. The Executive acknowledges that it would cause the Company Companies serious and irreparable injury and cost if the Executive were to use his ability and knowledge in competition with the Company Companies or to otherwise breach the obligations contained in this Section 9 7 and, in view of the nature and level of his responsibilities and the level of his compensation, agrees that the provisions of this Section 9 7 are reasonable. Accordingly, it is the intention of the parties Parties that the provisions of this Section 9 7 shall be enforceable to the fullest extent permissible under applicable law, but that if any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then (A) the court may amend such portion or provision so as to comply with law in a manner consistent with the intention of this Agreement, (B) the remainder of this Agreement, or the application of such illegal or unenforceable portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby and (C) each portion or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.