Common use of Failure of Consideration Clause in Contracts

Failure of Consideration. You acknowledge and agree that your obligations under paragraphs 8, 9, 10, and 11 are material inducements for, and a substantial portion of, the consideration for the Company agreeing to pay and provide you with the benefits described in paragraph 4 and that such obligations restate and continue valid, binding and existing obligations under the Employment Agreement. You further acknowledge and agree that the Company would be irreparably injured by a violation by you of paragraphs 8, 9, 10, and/or 11, and that in the event of any breach or threatened breach by you of paragraphs 8, 9, 10, and/or 11, (a) you shall not be entitled to receive the benefits described in paragraph 4, and (b) if, and to the extent, such breach or threatened breach occurs after you have received all or any portion of the benefits described in paragraph 4, you agree that the Company will be entitled to enjoin any such breach or threshold breach and you agree to immediately return such benefits to the Company, not as a penalty or forfeiture, and the Company shall, in addition to any other legal and equitable remedies available to it, be entitled to recover such benefits from you not as a penalty or forfeiture, plus attorneys’ fees and other costs incurred by the Company in obtaining such relief.

Failure of Consideration. You acknowledge and agree that your obligations under paragraphs 7, 8, 9, 10, and 11 10 are material inducements for, and a substantial portion of, the consideration for the Company agreeing to pay and provide you with the benefits described in paragraph paragraphs 2 and 4 and that such obligations restate and continue valid, binding and existing obligations under the Employment Agreement. You further acknowledge and agree that the Company would be irreparably injured by a violation by you of paragraphs 7, 8, 9, and/or 10, and/or 11, and that in the event of any breach or threatened breach by you of paragraphs 7, 8, 9, and/or 10, and/or 11, (ai) you shall not be entitled to receive the benefits described in paragraph paragraphs 2 and 4, and (bii) if, and to the extent, such breach or threatened breach occurs after you have received all or any portion of the benefits described in paragraph paragraphs 2 and 4, you agree that the Company will be entitled to enjoin any such breach or threshold breach and you agree to immediately return such benefits to the Company, not as a penalty or forfeiture, and the Company shall, in addition to any other legal and equitable remedies available to it, be entitled to recover such benefits from you not as a penalty or forfeiture, plus attorneys’ attorneys fees and other costs incurred by the Company in obtaining such relief.