Acknowledgment of Reasonableness. Employee has carefully read and considered the provisions of this Agreement, the opportunity for consultation with an attorney of Employee’s choice and agrees that the restrictions set forth herein are fair and reasonably required for the protection of the Company.

REASONABLENESS. Employee acknowledges that the restrictions hereby imposed are fair and reasonable and are reasonably required for the protection of [[Organization A:Organization]]. Employee has voluntarily and knowingly entered into this Agreement and agrees that this Agreement will not prevent Employee from finding suitable employment should Employee’s employment terminate.

The Parties acknowledge that that the terms and conditions of this Agreement are reasonable and this Agreement is valid and enforceable.

Acknowledgment. Each party hereby acknowledges that # it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Program Documents; # neither party has a fiduciary relationship to the other party; and # no joint venture exists between [[Organization B:Organization]] and [[Organization C:Organization]].

Acknowledgment. GRVE and Hymers acknowledges # Each has read this Agreement and have consulted with their respective attorneys concerning its contents and legal consequences and have requested any change in language necessary or desirable to effectuate their intent and expectations so that the rule of construction of contracts construing ambiguities against the drafting party shall be inapplicable; # They have taken all corporate actions and obtained all corporate authorizations, consents and approvals as are conditions precedent to their authority to execute this Agreement, and thus warrant that they are fully authorized to bind the Party for which they execute this Agreement; and, # There has been and will be no assignment or other transfer of any claim released herein, or any part thereof, and each Party agrees to defend, indemnify and hold harmless the other party from any claims, obligations, or other liabilities, including specifically attorney’s fees and costs incurred, which result from the assertion by any third party of a right to any claim which is released by this Agreement. The foregoing warranties and representations shall survive the execution and delivery of this Agreement.

Acknowledgment. Participant hereby: # acknowledges receiving a copy of the Plan Description relating to the Plan, and represents that he or she is familiar with all of the material provisions of the Plan, as set forth in such Plan Description; # accepts this Agreement and the Restricted Stock awarded pursuant hereto subject to all provisions of the Plan and this Agreement; and # agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee relating to the Plan, this Agreement or the Restricted Stock awarded hereunder.

Acknowledgment. ADVISOR HAS READ AND UNDERSTANDS SECTION 8, WHICH DISCUSSES ARBITRATION. ADVISOR UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, ADVISOR AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF, TO BINDING ARBITRATION, EXCEPT AS PROVIDED IN SECTION 8(d), AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF ADVISOR’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP BETWEEN THE PARTIES.

Acknowledgment. Executive hereby acknowledges that the provisions of this Section 4 are reasonable and necessary to protect the legitimate interests of the Company and that any violation of this Section 4 by Executive will cause substantial and irreparable harm to the Company to such an extent that monetary damages alone would be an inadequate remedy therefor. Executive represents and warrants that Executive is not subject to any other agreements prohibiting the performance of Executive’s obligations under this Agreement, including any non-competition agreement.

Acknowledgment. Executive acknowledges that the consideration provided in this Agreement is good and valuable consideration in exchange for the Agreement, and includes payments and benefits to which she is not otherwise entitled.

Acknowledgment. The Employee has carefully read and considered the provisions of Sections 8 and 9 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the interests of the Corporation, its officers, directors, shareholders, and other employees, for the protection of the business of the Corporation, and to ensure that the Employee devotes the Employee’s entire professional time, energy, and skills to the business of the Corporation. The Employee acknowledges that he is qualified to engage in businesses other than that described in Section 9. It is the belief of the parties, therefore, that the best protection that can be given to the Corporation that does not in any way infringe upon the rights of the Employee to engage in any unrelated businesses is to provide for the restrictions described in Section 9. In view of the substantial harm which would result from a breach by the Employee of Sections 8 or 9, the parties agree that the restrictions contained therein shall be enforced to the maximum extent permitted by law as more particularly set forth in Section 10(b) below. In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall be as fully enforceable as if it had been set forth herein by the parties.

Reasonableness of Restrictions. Executive has carefully considered the nature and extent of the restrictions upon Executive and the rights and remedies conferred upon ​ under Sections 10, 11, 12, 13, 14 and 17 and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to ​, do not interfere with Executive’s exercise of Executive’s inherent skill and experience, are reasonably required to protect the legitimate interests of ​, and do not confer a benefit upon ​ disproportionate to the detriment to Executive. Executive certifies that Executive has had the opportunity to discuss this Agreement with such legal advisors as Executive chooses and that Executive understands its provisions and has entered into this Agreement freely and voluntarily.

Reasonableness of Restrictions. You further recognize and acknowledge that # the types of employment which are prohibited by this Section 1 are narrow and reasonable in relation to the skills which represent your principal salable asset both to the Company and to your other prospective employers and # the scope of the provisions of this Section 1 is reasonable, legitimate and fair to you in light of the Company’s need to market its services and sell its products in a large geographic area in order to have a sufficient customer base to make the Company’s business profitable and in light of the limited restrictions on the type of employment prohibited herein compared to the types of employment for which you are qualified to earn your livelihood.

Reasonableness of Restrictions. For purposes of this Agreement, “Conflicting Services” means any product, service, or process or the research and development thereof, of any person or organization other than Company that directly competes with a product, service, or process, including the research and development thereof, of Company with which I worked directly or indirectly during my employment by Company or about which I acquired Proprietary or Confidential Information during my employment by Company. For purposes of this Agreement, “Territory” shall mean any geographic area for which I had functional or actual responsibility during the twelve (12) month period immediately preceding the termination of my employment, as well as any area for which my knowledge of Confidential Information jeopardizes Company’s interest in protecting that information. Nothing contained herein shall prohibit me from being the passive owner of not more than 1% of the outstanding stock of any class of a corporation which is engaged in a competitive business of Company and which is publicly traded. Nothing contained herein shall prohibit me from seeking a waiver from Company of these obligations at the time of any termination and waiver will not be unreasonably withheld. I acknowledge that my fulfillment of the obligations contained in this agreement is necessary to protect Company’s legitimate interests and, consequently, to preserve the value and goodwill of Company. I further acknowledge the time, geographic and scope limitations of my obligations under this section are reasonable and represent restrictions which are no greater than necessary so as to afford Company the opportunity to protect its legitimate interests. Further, I acknowledge that employment opportunities exist such that I can be gainfully employed without violating these restrictions.

Reasonableness of Provisions. Participant agrees that: # the terms and provisions of this Section 10 are reasonable; # the consideration provided by the Company under this Plan is not illusory; # the Restrictive Covenants are necessary and reasonable for the protection of the legitimate business interests and goodwill of the Company; and # the consideration given by the Company under this Plan gives rise to the Company’s interest in the Restrictive Covenants set forth in this Section 10.

Grantee Acknowledgment. Grantee represents that he or she has read this Agreement and is familiar with its terms and provisions. Grantee hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator of the Plan regarding any questions arising under this Agreement.

Communication Acknowledgment. For the avoidance of doubt, nothing in this Agreement or the Additional Release shall prohibit the Executive from communicating with a government agency, regulator or legal authority concerning any possible violations of federal or state law or regulation. Nothing in this Agreement or the Additional Release, however, authorizes the disclosure of information the Executive obtained through a communication that was subject to the attorney-client privilege, unless disclosure of the information would otherwise be permitted by an applicable law or rule.

GUARANTOR’S ACKNOWLEDGMENT. By signing below, the Guarantor # acknowledges, consents and agrees to the execution, delivery and performance by the Borrower of this Second Amendment, # acknowledges and agrees that its obligations in respect of its Guaranty # are not released, diminished, waived, modified, impaired or affected in any manner by this Second Amendment or any of the provisions contemplated herein, and # includes all Obligations as assumed by the Borrower, # ratifies and confirms its obligations under its Guaranty, and # acknowledges and agrees that it has no claims or offsets against, or defenses or counterclaims to, its Guaranty.

Reasonableness and Good Faith. Except # for matters for which there is a standard of consent or discretion specifically set forth in this Lease; # matters which could have an adverse effect on the Building Structure or the Building Systems, or which could affect the exterior appearance of the Building, or # matters covered by Article 4 (Additional Rent), or Article 19 (Defaults; Remedies) of this Lease (collectively, the “Excepted Matters”), any time the consent of ​ or ​ is required, such consent shall not be unreasonably withheld or delayed, and, except with regard to the Excepted Matters, whenever this Lease grants ​ or ​ the right to take action, exercise discretion, establish rules and regulations or make an allocation or other determination, ​ and ​ shall act reasonably and in good faith.

Employee agrees that the promises made in this Section 4 are reasonable and necessary for the protection of the Company’s legitimate business interests including, but not limited to: # the Confidential Information; client, customer, and vendor goodwill associated with the specific marketing and trade area in which the Company conducts its business; # the Company’s substantial relationships with prospective and existing clients, customers, vendors, referral sources, and suppliers; and # a productive, competent and undisrupted workforce. Employee agrees that the restrictive covenants in this Section 4 will not prevent Employee from earning a livelihood in Employee’s chosen business, they do not impose an undue hardship on Employee, and that they will not injure the public. If any restriction is found by a court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too broad a range of activities, or in too large a geographic area, that restriction 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.