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 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 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 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 the Company, the Acquiror and Holder that this Agreement shall be construed in such a manner as to impose only those restrictions on the conduct of Holder that may be enforceable under applicable law, to the fullest extent of such enforceability to assure the Company and the Acquiror 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 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 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 Business 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 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, the Acquiror Merger Sub and Holder Employee that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Holder Parent, the Company or Employee that may be enforceable under applicable law, to are reasonable in light of the fullest extent of such enforceability circumstances as they then exist and as are necessary to assure the Company and the Acquiror Parent 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 the Acquiror 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 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 the CompanyParent, the Acquiror Company and Holder Stockholder that this Agreement shall be construed by the Court in such a manner as to impose only those restrictions on the conduct of Holder Parent and Stockholder that may be enforceable under applicable law, to are reasonable in light of the fullest extent of such enforceability circumstances as they then exist and as are necessary to assure the Company Parent and the Acquiror its existing and future Affiliates 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 Parent and the Acquiror 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 covenants, one for each line of business included within carried on by the Business as it may be conducted by the Company and its successors on or after the date hereof, and in each city, county, state, country or other region included within the Business Area. The parties expressly agree that the character, duration and geographical scope of this Agreement are reasonable in light of the corporate form of the Covenantors and 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 the Company, the Acquiror and Holder each Covenantor that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Holder that may be enforceable under applicable law, to each Covenantor which are reasonable in light of the fullest extent of such enforceability circumstances as they then exist and as are necessary to assure the Company and the Acquiror Buyer 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 the Acquiror Buyer of the intended benefit of this Agreement, 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 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 included within the 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 Business 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 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 the Company, the Acquiror and Holder 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 Holder that may be enforceable under applicable law, to Seller which are reasonable in light of the fullest extent of such enforceability circumstances as they then exist and as are necessary to assure the Company and the Acquiror Parent 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 the Acquiror 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 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 Business AreaRestricted Territory. 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 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 the Company, the Acquiror and Holder that any provisions of this Agreement shall be construed in such a manner as to impose only those restrictions on the conduct of Holder that may be enforceable under applicable law, to the fullest extent of such enforceability to assure the Company and the Acquiror of the intended benefit of this Agreementother jurisdictions. 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 (after giving effect to any reformation contemplated by the preceding sentence) than necessary or appropriate to assure the Company and the Acquiror 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 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 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 the Company, the Acquiror Parent and Holder Stockholder that this Agreement shall be construed by the Court in such a manner as to impose only those restrictions on the conduct of Holder Parent and Stockholder that may be enforceable under applicable law, to are reasonable in light of the fullest extent of such enforceability circumstances as they then exist and as are necessary to assure the Company Parent and the Acquiror its existing and future Affiliates 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 Parent and the Acquiror 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 covenants, one for each line of business included within the Restricted 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 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 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 exist, then it is the intention and the agreement of the Company, the Acquiror and Holder exceeds that this Agreement shall be construed in such a manner as to impose only those restrictions on the conduct of Holder that may be enforceable under permitted by applicable law, then the parties agree that such provision(s) will be reformed to the fullest extent of such enforceability to assure maximum character, duration, geographical and scope limitations, as the Company and the Acquiror of the intended benefit of this Agreementcase may be, permitted by applicable law. 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 (after giving effect to any reformation contemplated by the preceding sentence) than necessary or appropriate to assure the Company and the Acquiror 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.

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 included within the in a 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 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 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 Employee and the Company, the Acquiror and Holder Company that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Holder Employee that may be enforceable under applicable law, to are reasonable in light of the fullest extent of such enforceability circumstances as they then exist and as are necessary to assure the Company SBS and the Acquiror 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 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 the Acquiror 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 The covenants in this Section 6 shall be deemed to consist of a series of separate covenants, one for each line of business included within the in a 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 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 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 Employee and the Company, the Acquiror and Holder Company that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Holder Employee that may be enforceable under applicable law, to are reasonable in light of the fullest extent of such enforceability circumstances as they then exist and as are necessary to assure the Company BPI and the Acquiror 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 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 the Acquiror 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 covenantscovenants of Stockholder, one for each line of business included within the 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 Business 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 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 the Company, the Acquiror and Holder Stockholder that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Holder that may be enforceable under applicable law, to Stockholder which are reasonable in light of the fullest extent of such enforceability circumstances as they then exist and as are necessary to assure Parent and the Company and the Acquiror of the intended benefit of this AgreementAgreement to the maximum extent permitted by applicable law. If, in any judicial proceeding, a Court 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 the Acquiror 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 covenants, one for each line of business included within the 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 Business 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 court of competent jurisdiction nonetheless be made by a Court 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 the Company, the Acquiror and Holder that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on my conduct that are reasonable in light of the conduct of Holder that may be enforceable under applicable law, to the fullest extent of such enforceability circumstances as they then exist and as are necessary to assure the Company and the Acquiror of the intended benefit of this AgreementAgreement to the maximum extent permitted by applicable law. If, in any judicial proceeding, a Court 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 the Acquiror 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 included within the 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 Business 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 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 Executive and the Company, the Acquiror Company that such noncompetition and Holder 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 Holder that may be enforceable under applicable law, to Executive which are reasonable in light of the fullest extent of such enforceability circumstances as they then exist and as are necessary to assure the Company and the Acquiror its Affiliates of the intended benefit benefits 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, together they are more extensive than necessary to assure the Company and the Acquiror 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 Section 6.11 will be deemed to consist of a series of separate covenants, one for each line of business included within the 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 Business 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 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 the Company, Stockholders that the Acquiror covenants and Holder that agreements contained in this Agreement shall Section 6.11 be construed by the Governmental Authority in such a manner as to impose only those restrictions on the conduct of Holder the Stockholder that may be enforceable under applicable law, to are reasonable in light of the fullest extent of such enforceability circumstances as they then exist and as are necessary to assure the Company Buyer and the Acquiror Company 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 Company Buyer and the Acquiror Company 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 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 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 the Company, the Acquiror Company and Holder Shareholder that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Holder the Company or Shareholder that may be enforceable under applicable law, to are reasonable in light of the fullest extent of such enforceability circumstances as they then exist and as are necessary to assure the Company and 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 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.