No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of this Transaction by the Purchaser shall have been issued by any court of competent jurisdiction and remain in effect, and no Law shall have been enacted since the date of this Agreement that makes consummation of this Transaction by the Purchaser illegal; provided however, that if there is a temporary restraining order, preliminary or permanent injunction or other order from any court in ​ in relation to ​ that may occur as a result of the Closing, Purchaser shall remain obligated to purchase the Business and Purchased Assets and to take the other actions required to be taken by the Purchaser at the Closing, except for the transferring of ​ for the duration of such restraining order, injunction or other order or the taking of any other action that may be expressly prohibited by such order or injunction.

SECTION # Conditions to Obligations of JKDG. The obligation of JKDG to effect the Acquisition is further subject to satisfaction or waiver of the following conditions:

Extension of Restraints. If Employee violates any restraints specified in this Agreement, whether or not there is litigation relating to such violation, Employee agrees that the period of the restraint shall automatically be extended for the period of the violation. Employee understands that the purpose of this [Section 4.3(c)] is to give the Company the protection of the restraint for the full agreed upon duration.

Adjustment of Restraints. In the event that any one (1) or more of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remainder hereof shall not, in any way, be affected or impaired thereby, and any such provision or provisions shall be enforced to the fullest extent permitted by law. Moreover, if any one (1) or more of the provisions contained in this Agreement is held to be excessively broad as to duration, scope, activity or subject (including, but not limited to, the restrictive covenants contained in this Agreement), such provisions will be construed by excising, limiting, and/or reducing them so that this Agreement is enforceable to the maximum extent compatible with applicable law.

No Injunctions. No Governmental Entity of competent authority and jurisdiction shall have issued an Order or enacted a Law that remains in effect that prohibits or makes illegal the consummation of the transactions contemplated hereby (collectively, the “Legal Restraints”).

restraints imposed upon the Participant in terms of the above clauses (“restraints”) are reasonable as to subject matter and duration, and are reasonably necessary in order to preserve and protect the goodwill applicable to the business of the Corporation;

Enforcement. Executive acknowledges that she has carefully read and considered all the terms and conditions of this Amendment and the Agreement, including the restraints imposed upon her. Executive agrees that each of the restraints contained herein are necessary for the protection of the goodwill, confidential information and other legitimate interests of Tenet; that each and every one of these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent her from obtaining other suitable employment during the period in which Executive is bound by such restraints. Executive further acknowledges that, were she to breach any of the covenants contained in this section, the damage to Tenet would be irreparable. Executive therefore agrees that Tenet, in addition to any other remedies available to it, shall be entitled to injunctive relief against any breach or threatened breach by the Executive of any of said covenants.

You agree that each of the restraints contained herein is, in consideration for, and necessary for the protection of the goodwill, Confidential Information, Trade Secrets and other legitimate interests of the Company; that each and every one of these restraints is reasonable in respect to subject matter, length of time and geographic area, to the extent they apply in the State in which your employment with the Company is based; and that these restraints, neither individually nor in the aggregate, will not prevent you from obtaining other suitable employment during the period in which you are bound by such restraints. You further acknowledge that, if you breach any one or more of the covenants contained in [Section 5], the damage to the Company would be irreparable. You therefore agree that the Company, in addition to any other remedies available to it, including, without limitation, the remedies set forth in [Sections 7 and 8]8], shall be entitled to injunctive relief against your breach or threaten breach of said covenants, to the extent they apply in the State in which your employment with the Company is based. You and the Company further agree that, in the event that any one or more of the provisions of [Section 5] shall be determined by any court of competent jurisdiction to be unenforceable by reason of it being overly broad, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

Additional Acknowledgments. Indemnitee acknowledges and agrees that he/she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Indemnitee by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of the Company. Indemnitee expressly acknowledges and agrees that any restraint imposed by this Agreement is fair, reasonable and necessary in order to protect the future operations and profitability of the Company, and that adequate consideration has been received by Indemnitee for such obligations.

No Default; No Waiver. Except for payment delinquencies with respect to any Receivable, no default, breach, violation or event permitting acceleration under the terms of the Receivable existed as of the related Cutoff Date nor did any continuing condition that with notice or lapse of time, or both, would constitute a default, breach, violation or event permitting