Common use of Remedy for Certain Breaches Clause in Contracts

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. Executive Each Restricted Party acknowledges and agrees that Sections 7 through 12 hereof were negotiated at arms length and the restrictions on their/his activities under the provisions of this Section 12.08 are required for the fair and reasonable protection of the Company and Buyer, its subsidiaries in light of all the facts and circumstances of the relationship between Executive Affiliates and the CompanyBusiness in connection with the execution of and Closing under this Agreement. Executive Each Restricted Party further acknowledges and agrees that a breach or threatened breach of any of those obligations and agreements will result in irreparable harm to Buyer, its Affiliates and continuing damage to the Company and its subsidiaries Business for which there will would be no adequate remedy at law law, and therefore, each Restricted Party irrevocably and unconditionally agrees that in the event addition to any other remedies which Buyer may have under this Agreement or otherwise, all of any breach or threatened breach of said obligations and agreementswhich remedies shall be cumulative, the Company and its successors and assigns Buyer shall be entitled to apply to any court of competent jurisdiction for ex parte preliminary and permanent injunctive relief and other equitable relief (without the necessity of posting bond or other security, or proving irreparable harm or actual damage) restraining each of the Restricted Parties or any Affiliate of a Restricted Party (or other person associated with such Restricted Party), as the case may be, from doing or continuing to do or perform any acts constituting such breach or threatened breach, and each Restricted Party agrees that the existence of any claim or cause of action by any Restricted Party against Buyer (or its Affiliates or any other further relief as is proper in these circumstancesperson) whether predicated on this Agreement or not, including shall not constitute a defense (ior give rise to a right of offset) to the right to have enforcement by Buyer of the provisions of this Agreement specifically enforced by Agreement. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 12.08 is invalid or unenforceable, the Parties hereto agree that the court having jurisdictionmaking the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and (ii) to this Agreement shall be relieved of any further obligation to pay Executive any enforceable as so modified after the expiration of the amounts due Executive by Company under this Agreement. Executive further acknowledges and agrees that time within which 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 judgment may 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 hereofappealed.

Remedy for Certain Breaches. Executive Each Restricted Party acknowledges and agrees that Sections 7 through 12 hereof were negotiated at arms length and the restrictions on his, her or its activities under the provisions of this Section 10 are required for the fair and reasonable protection of Buyer and the Company Group in connection with the execution of and its subsidiaries in light of all the facts and circumstances of the relationship between Executive and the CompanyClosing under this Agreement. Executive Each Restricted Party further acknowledges and agrees that a breach or threatened breach of any of those obligations and agreements will result in irreparable harm to Buyer and continuing damage to the Company and its subsidiaries Group for which there will would be no adequate remedy at law law, and therefore, each Restricted Party irrevocably and unconditionally agrees that in the event addition to any other remedies which Buyer may have under this Agreement or otherwise, all of any breach or threatened breach of said obligations and agreementswhich remedies shall be cumulative, the Company and its successors and assigns Buyer shall be entitled to apply to any court of competent jurisdiction for ex parte preliminary and permanent injunctive relief and other equitable relief (without the necessity of posting bond or other security or proving actual damage) restraining each of the Restricted Parties or any affiliate of a Restricted Party (or other Person associated with such Restricted Party), as the case may be, from doing or continuing to do or perform any acts constituting such breach or threatened breach, and each Restricted Party agrees that the existence of any Claim or cause of action by any Restricted Party against Buyer (or any other further relief as is proper in these circumstancesPerson) and the Company Group whether predicated on this Agreement or not, including shall not constitute a defense (ior give rise to a right of offset) to the right to have enforcement by Buyer of the provisions of this Agreement specifically enforced by Agreement. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 10 is invalid or unenforceable, the parties hereto agree that the court having jurisdictionmaking the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and (ii) to this Agreement shall be relieved of any further obligation to pay Executive any enforceable as so modified after the expiration of the amounts due Executive by Company under this Agreement. Executive further acknowledges and agrees that time within which 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 judgment may 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 hereofappealed.