Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or B, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 6 contracts
Sources: Restricted Stock Unit Agreement (Verizon Communications Inc), Restricted Stock Unit Agreement (Verizon Communications Inc), Restricted Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BB to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 6 contracts
Sources: Performance Stock Unit Agreement (Verizon Communications Inc), Performance Stock Unit Agreement (Verizon Communications Inc), Performance Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or Band B to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 5 contracts
Sources: Performance Stock Unit Agreement (Verizon Communications Inc), Performance Stock Unit Agreement (Verizon Communications Inc), Performance Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BB to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 5 contracts
Sources: Restricted Stock Unit Agreement (Verizon Communications Inc), Restricted Stock Unit Agreement (Verizon Communications Inc), Restricted Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Covenants;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Such Covenants shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, such Covenants shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreementsuch Covenants, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Covenants, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 3 contracts
Sources: Restricted Stock Unit Agreement (Cellco Partnership), Restricted Stock Unit Agreement (Verizon Communications Inc), Restricted Stock Unit Agreement (Cellco Partnership)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BObligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 3 contracts
Sources: Performance Stock Unit Agreement, Performance Stock Unit Agreement (Verizon Communications Inc), Performance Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Covenants;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Such Covenants shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, such Covenants shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreementsuch Covenants, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Covenants, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 3 contracts
Sources: Performance Stock Unit Agreement (Verizon Communications Inc), Performance Stock Unit Agreement (Cellco Partnership), Performance Stock Unit Agreement (Cellco Partnership)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations Obligations and the restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations Obligations and restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations or the Non-Competition Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A Obligations or Bof the Non-Competition Obligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations Obligations and restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of Obligations or the Participant’s nonNon-competition, non-solicitation or confidentiality restrictions, Competition Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations or the Non-Competition Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 2 contracts
Sources: Performance Stock Unit Agreement (Verizon Communications Inc), Performance Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 2 contracts
Sources: Special Restricted Stock Unit Agreement (Verizon Communications Inc), Restricted Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations Obligations and the restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations Obligations and restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations or the Non-Competition Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A Obligations or Bof the Non-Competition Obligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations Obligations and restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of Obligations or the Participant’s nonNon-competition, non-solicitation or confidentiality restrictions, Competition Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations or the Non-Competition Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Verizon Communications Inc), Restricted Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and or any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BObligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement, Restricted Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or Band B to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 2 contracts
Sources: Special Performance Restricted Stock Unit Agreement (Verizon Communications Inc), Special Performance Restricted Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 arbitration of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant Optionee for Cause or to involuntarily terminate the Participant without Cause), the Participant Optionee acknowledges thatthat —
(a) The Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant Optionee has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit A;
(c) When the ParticipantOptionee’s employment with the Company or any Related Company terminates, the Participant Optionee shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionssaid restrictive covenants;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant Optionee of any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The ParticipantOptionee’s breach of any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the ParticipantOptionee’s immediate forfeiture of the Option and all rights and benefits, including all RSUs and DEUs, benefits with respect thereto under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreementthe Option) that may result from the breach of such Participant obligations and restrictions restrictive covenants, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this AgreementSection 15 above, but shall instead be determined in a court of competent jurisdictionjurisdiction located in the Dallas County, Texas.
Appears in 2 contracts
Sources: Stock Option Award Agreement (Idearc Inc.), Stock Option Award Agreement (Idearc Inc.)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and or any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding Franchise Owners and Owners acknowledge and agree that the dispute resolution procedures, including arbitration, covenants and agreements contained in Sections 7.11 and 7.12 are of paragraph 25 the essence of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, ; that each of such covenants is reasonable and necessary to protect and preserve the parties to this Agreement may have (including trade secrets and the right legitimate business interests of the Company to terminate the Participant for Cause Roadhouse; that irreparable harm, loss and damage that cannot be remedied in damages in an action at law will be suffered by Roadhouse should Franchise Owners or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating Owners breach any of the Participant’s obligations covenants and restrictions set forth agreements contained in Exhibits A and B to this Agreement;
(d) Irreparable damage to the Company or any Related Company shall result in the event those Sections; that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any such covenant and agreement may constitute an infringement of Roadhouse’s rights in and to the trade secrets; that each of such Participant obligations covenants or agreements is separate, distinct and restrictions;
(e) If severable not only from the other of such covenants and agreements but also from the other and remaining provisions of this Agreement; and that, in addition to other rights and remedies available to it as a matter of law or equity, Roadhouse shall be entitled to an immediate temporary injunction and also to a permanent injunction to prevent a breach or contemplated breach by any dispute arises concerning the violation of Franchise Owners or anticipated or threatened violation by the Participant Owners of any of such covenants or agreements. Franchise Owners and Owners has each carefully read and considered the Participant’s obligations terms and restrictions set forth in Exhibits A or B, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation provisions of this Agreement;
(g) The ParticipantSection and agree that the restrictions are fair and reasonable and are reasonably necessary for the protection of the trade secrets and the legitimate business interests of Roadhouse, including Roadhouse’s breach of goodwill and substantial relationships with customers. In the event any of the Participant’s obligations restrictions contained in those sections are to be held unenforceable as over broad, overlong, not reasonably necessary to protect the legitimate business interests of Roadhouse, or for any other reason, the parties agree that the court shall modify such restriction and restrictions grant the relief necessary to protect such interests. As so modified, such restriction shall be as fully enforceable as if it had been set forth in Exhibits A and B to this Agreement, including, for example, any breach herein by the parties. It is the intent of the Participant’s non-competition, non-solicitation or confidentiality parties that the court in so establishing substitute restrictions, shall result in recognize that the Participant’s immediate forfeiture of all rights parties hereto desire that the described restrictions be imposed and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating maintained to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdictionmaximum lawful extent.
Appears in 1 contract
Sources: Member Interest Purchase Agreement (Texas Roadhouse, Inc.)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, 4.01. The Additional Events of paragraph 25 of this Agreement, and Suspension referred to in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each Section 4.02(k) of the parties to this Agreement may have (including the right Standard Conditions consist of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—following:
(a) The Participantthe Project Implementing Entity’s obligations Legislation has been amended, suspended, abrogated, repealed or waived so as to affect materially and restrictions set forth in Exhibits A and B to this Agreement are essential to adversely the continued goodwill and profitability ability of the Company and Project Implementing Entity to perform any Related Companyof its obligations under the Project Agreement;
(b) The Participant a situation has broad-based skills arisen that will serve as would make it improbable for the basis for other employment opportunities that are not prohibited by Recipient and/or the ParticipantProject Implementing Entity to carry out the Citizen’s obligations and restrictions set forth in Exhibits A and B to this Agreement;Damage Compensation Program, or a significant part thereof; and
(c) When the Participant’s employment with the Company or any Related Company terminatesRecipient, the Participant Project Implementing Entity and/or the Participating Provinces and Agencies, as the case may be, shall be able to earn a livelihood have amended, suspended, abrogated or waived, whether in whole or in part, either the Tripartite Agreement, the Agency Agreements, or the Memorandum of Understanding, without violating any the prior concurrence of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;World Bank.
(d) Irreparable damage Any of the following events occurs with respect to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions;
(e) If any dispute arises concerning the violation or anticipated or threatened violation Co-financing by the Participant of any of the ParticipantCo-financiers:
(i) (A) The right to withdraw the proceeds of the Co-financing has been suspended, canceled or terminated in whole or in part, pursuant to the terms of the Co-financing Agreement; or (B) the Co-financing has become due and payable prior to its agreed maturity.
(ii) Sub-section (i) of this sub-paragraph (d) shall not apply if the Recipient establishes to the satisfaction of the World Bank that: (A) such suspension, cancellation, termination or prematuring was not caused by the failure of the recipient of the Co-financing to perform any of its obligations under the Co-financing Agreement; and (B) adequate funds for the Project are available from other sources on terms and conditions consistent with the Recipient’s obligations and restrictions set forth in Exhibits A or B, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Trust Fund Grant Agreement
Additional Remedies. Notwithstanding (a) Upon the dispute resolution proceduresoccurrence and during the continuance of any Event of Default, including arbitrationLender may take such action, of paragraph 25 of this Agreementwithout notice or demand, as it deems advisable to protect and enforce its rights against Borrower and in addition and to any other rights or remediesthe Security Property, whether legalincluding, equitablewithout limitation, the following actions, each of which may be pursued concurrently or otherwise, that each at such time and in such order as Lender may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Lender:
(i) declare the entire Debt to be immediately due and payable;
(ii) institute a proceeding or proceedings, judicial or nonjudicial, by advertisement or otherwise, for the complete foreclosure of this Security Instrument in which case the Security Property or any interest therein may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner;
(iii) with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Security Instrument for the portion of the parties Debt then due and payable, subject to the continuing lien of this Agreement Security Instrument for the balance of the Debt not then due; AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 43 43412-20/Continental Towers
(iv) sell for cash or upon credit the Security Property or any part thereof and all estate, claim, demand, right, title and interest of Borrower therein and rights of redemption thereof, at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may have be required or permitted by law;
(v) institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein, or in any of the other Loan Documents;
(vi) recover judgment on the Note either before, during or after any proceedings for the enforcement of this Security Instrument;
(vii) apply for the appointment of a trustee, receiver, liquidator or conservator of the Security Property, without notice and without regard for the adequacy of the security for the Debt and without regard for the solvency of the Borrower, any Guarantor or of any person, firm or other entity liable for the payment of the Debt;
(viii) enforce Lender’s interest in the Leases and Rents and enter into or upon the Security Property, either personally or by its agents, nominees or attorneys and dispossess Borrower and its agents and servants therefrom, and thereupon Lender may (A) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Security Property and conduct the business thereat; (B) complete any construction on the Security Property in such manner and form as Lender deems advisable; (C) make alterations, additions, renewals, replacements and improvements to or on the Security Property; (D) exercise all rights and powers of Borrower with respect to the Security Property, whether in the name of Borrower or otherwise, including, without limitation, the right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, ▇▇▇ for, collect and receive all Rents; and (E) apply the receipts from the Security Property to the payment of Debt, after deducting therefrom all expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with the aforesaid operations and all amounts necessary to pay the taxes, assessments insurance and other charges in connection with the Security Property, as well as just and reasonable compensation for the services of Lender, its counsel, agents and employees;
(ix) require Borrower to pay monthly in advance to Lender, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of any portion of the Security Property occupied by Borrower and require Borrower to vacate and surrender possession to Lender of the Security Property or to such receiver and, in default thereof, evict Borrower by summary proceedings or otherwise; or
(x) pursue such other rights and remedies as may be available at law or in equity or under the Uniform Commercial Code including without limitation the right to receive and/or establish a lock box for all Rents proceeds from the Intangibles and any other receivables or rights to payments of Borrower relating to the Security Property. In the event of a sale, by foreclosure or otherwise, of less than all of the Company to terminate Security Property, this Security Instrument shall continue as a lien on the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability remaining portion of the Company and any Related Company;Security Property. AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 44 43412-20/Continental Towers
(b) The Participant has broad-based skills that will serve proceeds of any sale made under or by virtue of this Section, together with any other sums which then may be held by Lender under this Security Instrument, whether under the provisions of this Section or otherwise, shall be applied by Lender to the payment of the Debt in such priority and proportion as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Lender in Exhibits A and B to this Agreement;its sole discretion shall deem proper.
(c) When Lender may adjourn from time to time any sale by it to be made under or by virtue of this Security Instrument by announcement at the Participant’s employment with time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable provision of law, Lender, without further notice or publication, may make such sale at the Company or any Related Company terminates, time and place to which the Participant same shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;so adjourned.
(d) Irreparable damage Upon the completion of any sale or sales pursuant hereto, Lender, or an officer of any court empowered to do so, shall execute and deliver to the Company accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right, title and interest in and to the property and rights sold. Lender is hereby irrevocably appointed the true and lawful attorney of Borrower, in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Security Property and rights so sold and for that purpose Lender may execute all necessary instruments of conveyance, assignment and transfer, and may substitute one or more persons with like power, Borrower hereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. Any sale or sales made under or by virtue of this Section, whether made under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Borrower in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against Borrower and against any and all persons claiming or who may claim the same, or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions;part thereof from, through or under Borrower.
(e) If Upon any dispute arises concerning sale made under or by virtue of this Section, whether made under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, Lender may bid for and acquire the violation Security Property or anticipated any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Debt the net sales price after deducting therefrom the actual, out-of-pocket expenses of the sale and costs of the action and any other sums which Lender is authorized to deduct under this Security Instrument.
(f) No recovery of any judgment by Lender and no levy of an execution under any judgment upon the Security Property or threatened violation upon any other property of Borrower shall affect in any manner or to any extent the lien of this Security Instrument upon the Security Property or any part thereof, or any liens, rights, powers or remedies of Lender hereunder, but such liens, rights, powers and remedies of Lender shall continue unimpaired as before.
(g) Lender may terminate or rescind any proceeding or other action brought in connection with its exercise of the remedies provided in this Section at any time before the conclusion thereof, as determined in Lender’s sole discretion and without prejudice to Lender.
(h) Lender may resort to any remedies and the security given by the Participant Note, this Security Instrument or the Loan Documents in whole or in part, and in such portions and in such AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 45 43412-20/Continental Towers order as determined by Lender’s sole discretion. No such action shall in any way be considered a waiver of any rights, benefits or remedies evidenced or provided by the Note, this Security Instrument or any of the other Loan Documents. The failure of Lender to exercise any right, remedy or option provided in the Note, this Security Instrument or any of the other Loan Documents shall not be deemed a waiver of such right, remedy or option or of any covenant or obligation secured by the Note, this Security Instrument or the other Loan Documents. No acceptance by Lender of any payment after the occurrence of any Event of Default and no payment by Lender of any obligation for which Borrower is liable hereunder shall be deemed to waive or cure any Event of Default with respect to Borrower, or Borrower’s liability to pay such obligation. No sale of all or any portion of the Security Property, no forbearance on the part of Lender, and no extension of time for the payment of the whole or any portion of the Debt or any other indulgence given by Lender to Borrower, shall operate to release or in any manner affect the interest of Lender in the remaining Security Property or the liability of Borrower to pay the Debt. No waiver by Lender shall be effective unless it is in writing and then only to the extent specifically stated. All actual, out-of-pocket costs and expenses of Lender in exercising the rights and remedies under this Section 26 (including reasonable attorneys’ fees and disbursements to the extent permitted by law), shall be paid by Borrower immediately upon notice from Lender, with interest at the Default Interest Rate for the period after notice from Lender and such costs and expenses shall constitute a portion of the Debt and shall be secured by this Security Instrument.
(i) The interests and rights of Lender under the Note, this Security Instrument or in any of the other Loan Documents shall not be impaired by any indulgence, including (i) any renewal, extension or modification which Lender may grant with respect to any of the Debt, (ii) any surrender, compromise, release, renewal, extension, exchange or substitution which Lender may grant with respect to the Security Property or any portion thereof; or (iii) any release or indulgence granted to any maker, endorser, Guarantor or surety of any of the Participant’s obligations Debt.
(j) Upon the occurrence and restrictions set forth in Exhibits A during the continuance of any breach, default, or BEvent of Default, an injunction Lender shall not be obligated to render any performance to Borrower under the Loan Documents.
(k) Anything to the contrary herein or elsewhere notwithstanding, except as specifically provided otherwise by law, without the prior written consent of Lender, which may be issued restraining such violation pending withheld or conditioned in Lender’s sole and absolute discretion, Borrower shall have no right to cure any Event of Default (and no right to cure shall be implied) and Lender shall have no obligation to accept the determination cure of, or to waive, any Event of Default, regardless of tender of delinquent payments or other performance by Borrower, or any other event or condition whatsoever. Borrower hereby (i) acknowledges that Lender may refuse (in its sole and absolute discretion for any reason whatsoever) any cure of any Event of Default, and notwithstanding any purported cure of such controversyEvent of Default, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after Lender may exercise any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of and/or all rights and benefits, including remedies available to it; and (ii) waives any and all RSUs and DEUs, under this Agreement; andrights to cure any Event of Default.
(hl) All disputes relating In the event there is a foreclosure or comparable sale or sales hereunder and at the time of such sale or sales, Borrower or Borrower’s representatives, successors or assigns, or any other persons claiming any interest in the Security Property by, through or under Borrower (except tenants of space in the Improvements subject to leases entered into prior to the Participant’s obligations AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 46 43412-20/Continental Towers date hereof), are occupying or using the Security Property, or any part thereof, then, to the extent not prohibited by applicable law, each and restrictions set forth in Exhibits A and B all shall, at the option of Lender or the purchaser at such sale, as the case may be, immediately become the tenant of the purchaser at such sale, which tenancy shall be a tenancy from day-to-day, terminable at the will of either landlord or tenant, at a reasonable rental per day based upon the value of the Security Property occupied or used, such rental to this Agreementbe due daily to the purchaser. Further, including their interpretation and enforceability and any damages (including but not limited to damages resulting the extent permitted by applicable law, in the forfeiture event the tenant fails to surrender possession of an award or benefits under this Agreement) that may result from the breach Security Property upon the termination of such Participant obligations tenancy, the purchaser shall be entitled to institute and restrictions shall not be subject to maintain an action for unlawful detainer of the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined Security Property in a the appropriate court of competent jurisdictionthe county in which the Premises is located.
Appears in 1 contract
Sources: Mortgage, Security Agreement and Fixture Financing Statement (Prime Group Realty Trust)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—that –
(a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Special Performance Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Covenants;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Covenants, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—that-
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BB to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Performance Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 foregoing provisions of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BObligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement;; and
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUsUnits, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Founders’ Grant Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—that –
(a) The Participant’s obligations Obligations and the restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations Obligations and restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations or the Non-Competition Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A Obligations or Bof the Non-Competition Obligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations Obligations and restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of Obligations or the Participant’s nonNon-competition, non-solicitation or confidentiality restrictions, Competition Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations or the Non-Competition Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Performance Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Performance Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BB to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 24 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—that-
(a) The Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Covenants;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs Performance Units and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Covenants, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 24 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—that-
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BB to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdictionjurisdiction .
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in In addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth covenants incorporated in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill good will and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth covenants incorporated in Exhibits A and B to this AgreementExhibit A;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth covenants incorporated in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth covenants incorporated in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese covenants;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth covenants incorporated in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Such covenants shall continue to apply after any expiration, termination, or cancellation of this Agreement;; and
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, such covenants shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from . By executing this page, the breach undersigned Participant agrees to be bound by the terms of such Participant obligations the 2001 Verizon Communications Inc. Long-Term Incentive Plan and restrictions shall not be subject the Performance Stock Unit Agreement (2003-05 Award Cycle), the terms of which are incorporated herein by reference, in connection with the following grant to the dispute resolution proceduresParticipant under the Plan: IN WITNESS WHEREOF, including arbitrationVerizon Communications Inc., by its duly authorized Officer, and the Participant have executed this Agreement. VERIZON COMMUNICATIONS INC. By: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Executive Vice President - Human Resources Participant Date Please indicate your acceptance by signing above and returning the signed Agreement to the Compensation and Executive Benefits Department at 1095 Avenue of paragraph 25 the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ within thirty business days of your receipt of this Agreement, but shall instead be determined in a court of competent jurisdiction.. Attachment: Exhibit A - Covenant
Appears in 1 contract
Sources: Performance Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Performance Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Covenants;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Covenants, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Performance Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—that –
(a) The Participant’s obligations Obligations and the restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations Obligations and restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations or the Non-Competition Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A Obligations or Bof the Non-Competition Obligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations Obligations and restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of Obligations or the Participant’s nonNon-competition, non-solicitation or confidentiality restrictions, Competition Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations or the Non-Competition Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges thatthat —
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and or any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BObligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Performance Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—that –
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or Band B to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Performance Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 arbitration of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—that-
(a) The Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and Exhibit B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit B;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit B;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and Exhibit B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionssaid restrictive covenants;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A or Exhibit B, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and Exhibit B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and Exhibit B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefitsbenefits of the Award, including all RSUs PSUs, Restricted Shares and DEUsdividend equivalent restricted stock units, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit B, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits Award under this Agreement) that may result from the breach of such Participant obligations and restrictions restrictive covenants, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this AgreementSection 16 above, but shall instead be determined in a court of competent jurisdictionjurisdiction located in the Dallas County, Texas.
Appears in 1 contract
Sources: 2008 Long Term Incentive Award Agreement (Idearc Inc.)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BObligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding If any Event of Default occurs and is continuing, the dispute resolution proceduresAgent may, including arbitrationor, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each at the request of the parties to this Agreement may have (including the right Lenders shall, take any or all of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—following actions:
(a) The Participant’s obligations and restrictions set forth charge the Default Rate on the Obligations in Exhibits A and B addition to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Companyinterest otherwise payable thereon;
(b) The Participant has broad-based skills that will serve as terminate the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementCommitments;
(c) When upon five (5) Business Days’ written notice to the Participant’s employment with Borrower and the Company Agent from the Lenders, in their sole and absolute discretion, subject to the Financing Orders, the automatic stay of Section 362 of the Bankruptcy Code shall be terminated without order of the Bankruptcy Court, without the need for filing any motion for relief from the automatic stay or any Related Company terminatesother pleading, for the Participant shall be able purpose of permitting the Lenders to earn a livelihood without violating do any of the Participant’s following: (A) direct the Agent to foreclose on the Collateral, (B) enforce all of their rights under the Facility Guaranty, (C) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and restrictions set forth in Exhibits A under the other Loan Documents), shall become due and B to this Agreement;payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Loan Party; and
(d) Irreparable damage whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to Secured Parties under this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of Agreement, any of the Participant’s obligations and restrictions set forth other Loan Documents or applicable Law, including, but not limited to, by suit in Exhibits A or Bequity, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond action at law or other security appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Secured Parties. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be required cumulative and shall be in connection therewith;
(f) The Participant’s obligations and restrictions set forth addition to every other remedy given hereunder or now or hereafter existing at law or in Exhibits A and B equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to this Agreement shall continue do so in writing by Agent, take or cause to apply after be taken any expirationaction, terminationincluding, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or cancellation of this Agreement;
(g) The Participant’s breach of otherwise enforce any security interest in, or other rights to, any of the Participant’s obligations and restrictions set forth in Exhibits A and B Collateral. Each Loan Party hereby grants to this Agreement, including, for example, any breach of the Participant’s non-competitionAgent an irrevocable, non-solicitation exclusive license or confidentiality restrictionsother right to use, shall result in license or sub-license (without payment of royalty or other compensation to any Person), exercisable only during the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture continuance of an award Event of Default, all other property and to occupy all Real Estate owned or benefits under this Agreement) that leased by such Loan Party, wherever the same may result from be located, and such license shall include access to all media in which any of the breach of such Participant obligations licensed items may be recorded or stored and restrictions shall not be subject to all computer programs used for the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdictioncompilation or printout hereof.
Appears in 1 contract
Sources: Secured Priming Delayed Draw Term Loan Debtor in Possession Credit Agreement (Endologix Inc /De/)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or B, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-non- competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Performance Stock Unit Agreement (Verizon Communications Inc)
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 arbitration of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant Executive for Cause or to involuntarily terminate the Participant without Cause), the Participant Executive acknowledges that—:
(a) The Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant Executive has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit A;
(c) When the ParticipantExecutive’s employment with the Company or any Related Company terminates, the Participant Executive shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionssaid restrictive covenants;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant Executive of any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The ParticipantExecutive’s breach of any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the ParticipantExecutive’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, benefits of the award under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an the award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions restrictive covenants, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this AgreementSection 8 above, but shall instead be determined in a court of competent jurisdictionjurisdiction located in the Dallas County, Texas.
Appears in 1 contract
Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—
(a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company;
(b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A;
(d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations;
(e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith;
(f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement;
(g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and
(h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.
Appears in 1 contract
Sources: Performance Stock Unit Agreement (Verizon Communications Inc)