Reasonable Restrictions. Each of the provisions of this Consulting Agreement is intended not to violate public policy. Consultant acknowledges that all of the provisions contained in this Consulting Agreement, including the covenants and confidentiality provisions, are reasonable and necessary to protect the legitimate interests of the Company.

Reasonable Restrictions. The Parties acknowledge that the foregoing restrictions, as well as the duration and the territorial scope thereof as set forth in this ARTICLE IV are under all of the circumstances reasonable and necessary for the protection of the Company and its business.

Reasonable Restrictions On Competition Are Necessary. Employee acknowledges that reasonable restrictions on competition are necessary to protect the interests of the Company. Employee also acknowledges that he has certain skills necessary to the success of the Company, and that the Company has provided and will provide to him certain Confidential Information that it would not otherwise provide because he has agreed not to compete with the business of the Company as set forth in this Agreement.

REASONABLE RESTRICTIONS. Executive agrees that the terms and conditions in [Sections 6 through 9] are reasonable and necessary for the protection of the Company’s business and to prevent damage or loss to the Company as the result of action taken by Executive. Executive acknowledges that he could continue to actively pursue Executive’s career and earn sufficient compensation without breaching any of the restrictions contained in these Sections.

Reasonable Efforts. Buyer shall use commercially reasonable efforts: # to cause the conditions to Closing set forth in Section 7.2 to be satisfied as soon as reasonably possible; and # to consummate the transactions contemplated herein as soon as reasonably possible after the satisfaction of such conditions (other than those to be satisfied at the Closing).

Reasonable Restraint. It is agreed by the parties that the foregoing covenants in this Agreement are necessary for the legitimate business interests of Benefitfocus and impose a reasonable restraint on the Associate in light of the activities and Business of Benefitfocus on the date of the execution of this Agreement.

Reasonable Restrictions. Consultant acknowledges that it is necessary and appropriate for the Company or any other member of the PEI Group to protect their legitimate business interests by restricting Consultant’s ability to engage in certain competitive activities and any violation of such restrictions would result in irreparable injury to the legitimate business interests of the Company or any other member of the PEI Group. The parties agree that the restrictions contained in this Agreement are drafted narrowly to safeguard the legitimate business interests of the Company or any other member of the PEI Group while not unreasonably interfering with Consultant’s ability to obtain other employment.

Each Party agrees that it will not voluntarily undertake any course of action inconsistent with the provisions or intent of this Agreement and will use its Reasonable Efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper, or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including # cooperating in determining whether any consents, approvals, orders, authorizations, waivers, declarations, filings, or registrations of or with any Governmental Authority or third party are required in connection with the consummation of the transactions contemplated by this Agreement; # obtaining any consents, approvals, and registrations; # causing to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement; # defending, and cooperation in defending, all Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement; and # executing any additional instruments necessary to consummate the transactions contemplated by this Agreement.

Reasonable Efforts. The Company shall use its commercially reasonable efforts # to cause the conditions to Closing set forth in Section 7.1 to be satisfied as soon as reasonably possible and # to consummate the transactions contemplated herein as soon as reasonably possible after the satisfaction of such conditions (other than those to be satisfied at the Closing).

Reasonable Restrictions. Employee acknowledges that it is necessary and appropriate for the Company to protect its legitimate business interests by restricting Employee's ability to engage in certain competitive activities and any violation of such post-employment restrictions would result in irreparable i1tjury to the Company's legitimate business interests.