Remedy for Certain Breaches Clause Samples

Remedy for Certain Breaches. (a) Covenantor acknowledges and agrees that the restrictions on his activities under the provisions of Paragraphs 1, 2 and 3 are required for the reasonable protection of the Company. Covenantor further acknowledges and agrees that a breach of any of those obligations will result in irreparable harm to the Company, for which there would be no adequate remedy at law, and therefore, Covenantor irrevocably and unconditionally (i) agrees that in addition to any other remedies which the Company may have under this Agreement or otherwise, all of which remedies shall be cumulative, the Company shall be entitled to apply to any court of competent jurisdiction for preliminary and permanent injunctive relief and other equitable relief, without the necessity of proving actual damage, restraining Covenantor from doing or continuing to do or perform any acts constituting such breach or threatened breach, (ii) agrees that such relief and any other claim by the Company pursuant hereto may be brought in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the State of New York, (iii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iv) waives any objection which Covenantor may have to the laying of venue of any such suit, action or proceeding in any such court. (b) Covenantor agrees that the existence of any claim or cause of action by Covenantor against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the provisions of this Agreement.

Remedy for Certain Breaches. Seller acknowledges and agrees that the covenants in Section 5.8 hereof were negotiated at arms length, are required for the fair and reasonable protection of the Company and Buyer, that Buyer would not have purchased the Stock had Seller not agreed to these covenants, that the restrictions contained herein are designed to protect the business of the Company and Buyer, and that the obligations of Buyer in this Agreement constitute adequate consideration for Seller’s obligations under Section 5.8 hereof. Seller further acknowledges and agrees that a breach of any of the covenants, obligations or agreements set forth in Section 5.8 hereof will result in irreparable and continuing damage to the Company and Buyer in their respective business and property for which there will be no adequate remedy at law, and Seller agrees that in the event of any such breach, the Company and Buyer shall be entitled to injunctive relief to restrain such breach by Seller, and to such other and further relief (including damages) as is proper under the circumstances.

Remedy for Certain Breaches. Employee acknowledges that the obligations set forth in paragraphs 8, 9 and/or 10 hereof are required for the reasonable protection of Company. Employee further acknowledges and agrees that a breach of those obligations and agreements will result in immediate and irreparable damage to Company for which there will be no adequate remedy at law, and agrees that in the event of any breach of said obligations, Company, and its successors and assigns, shall be entitled to injunctive relief (including but not limited to an ex parte temporary restraining order) and to such other and further relief as is proper in the circumstances.

Remedy for Certain Breaches. Executive acknowledges that Sections 7 through 12 hereof were negotiated at arms length and are required for the fair and reasonable protection of the Company and its subsidiaries in light of all the facts and circumstances of the relationship between Executive and the Company. Executive further acknowledges and agrees that a breach or threatened breach of those obligations and agreements will result in irreparable and continuing damage to the Company and its subsidiaries for which there will be no adequate remedy at law and agrees that in the event of any breach or threatened breach of said obligations and agreements, the Company and its successors and assigns shall be entitled to injunctive relief and to such other further relief as is proper in these circumstances, including (i) the right to have the provisions of this Agreement specifically enforced by any court having jurisdiction, and (ii) to be relieved of any further obligation to pay Executive any of the amounts due Executive by Company under this Agreement. Executive further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company's and its subsidiaries' legitimate business interests and are reasonable in scope and content. In addition, while the duration of the covenants embodied in Sections 7 through 12 hereof shall be determined generally in accordance with the terms of those respective Sections, in the event of any breach, threatened breach or violation by Executive of any of the covenants contained in such Sections, Executive agrees to an extension of the covenant violated on the same terms and conditions for an additional period of time equal to the time that elapses from the commencement of litigation stemming from such breach or violation to the later of the (a) termination of such breach or violation, or (b) the final resolution of any litigation stemming from such breach or violation. Notwithstanding the foregoing, the Company shall not be entitled to injunctive relief and shall not be entitled to be relieved of its payment obligations hereunder if the Company has materially breached its obligations hereunder (and said breach has not been cured) at the time of any breach, threatened breach or violation of the covenants in Sections 7 through 12 hereof.

Remedy for Certain Breaches. The parties hereto acknowledge and agree that the covenants in this Section 8.2 were negotiated at arm's length, are required for the fair and reasonable protection of the parties, that none of the parties would have entered into this Agreement had the parties hereto not agreed to these covenants, that the restrictions contained herein are designed, among other things, to protect the Business of the Company and to ensure that Parent does not engage in unfair competition with the Company, and that the obligations of ▇▇▇▇▇▇ and the Company, on the one hand, and the obligations of Parent and Shareholders, on the other hand, set forth in this Agreement constitute adequate consideration for the other's obligations under this Section 8.2. Each party hereto further acknowledges and agrees that a breach of any of the covenants, obligations or agreements set forth in this Section 8.2 will result in irreparable and continuing damage to the non-breaching party in their respective businesses and properties for which there will be no adequate remedy at law, and each party hereto agrees that in the event of any such breach, the non-breaching parties hereto shall be entitled to injunctive relief to restrain such breach by such party without the necessity of proof of actual damages or the posting of a bond, and to such other and further relief (including damages) as is proper under the circumstances.

Remedy for Certain Breaches. Philips acknowledges that in consideration for the covenants and provisions set forth in Paragraphs 10, 13 and 15 of this Agreement, CTI has agreed to the consideration provided herein, and that the provisions of Paragraphs 10, 13 and 15 are required for the fair and reasonable protection of CTI. Philips further agrees that a breach of any of the covenants, obligations or agreements set forth in Paragraphs 10, 13 and 15 will result in irreparable and continuing damage to CTI in its business and property for which there will be no adequate remedy at law, and that Philips agrees that in the event of any such breach CTI and its successors or assigns shall be entitled to injunctive relief, without the payment of bond, to restrain such breach by Philips, and to such other and further relief (including damages) as is proper under the circumstances.

Remedy for Certain Breaches. Executive acknowledges that in consideration for the covenants set forth in Sections 4 through 7 hereof, the Company has granted to Executive the employment, salary and benefits described herein, and that such covenants were negotiated at arms' length and are required for the fair and reasonable protec- tion of the Company. Executive further acknowledges and agrees that a breach of any of such covenants will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law, and Executive agrees that in the event of any such breach the Company and its successors and assigns shall be entitled to injunctive relief to restrain such breach by Executive and to such other and further relief (including damages) as is proper under the circumstances.

Remedy for Certain Breaches. ▇▇▇▇▇▇▇ acknowledges that in consideration for the covenants and provisions set forth in Paragraphs 11 and 12 of this Agreement, CTI has agreed to the consideration provided herein, and that the provisions of Paragraphs 11 and 12 are required for the fair and reasonable protection of CTI. ▇▇▇▇▇▇▇ further agrees that a breach of any of the covenants, obligations or agreements set forth in Paragraphs 11 and 12 will result in irreparable and continuing damage to CTI in its business and property for which there will be no adequate remedy at law, and that ▇▇▇▇▇▇▇ agrees that in the event of any such breach CTI and its successors or assigns shall be entitled to injunctive relief, without the payment of bond, to restrain such breach by Eramian, and to such other and further relief (including damages) as is proper under the circumstances.

Remedy for Certain Breaches. Executive acknowledges that the restrictions on his activities under this Section 3 are required for the reasonable protection of the Company. Executive further acknowledges and agrees that a breach of these continuing damage to the Company for which there will be no adequate remedy at law and agrees that in the event of any said breach, the Company, and its successors and assigns, shall be entitled to injunctive relief and to such further relief as is proper in the circumstances.