Common use of SEVERABILITY; INJUNCTIVE RELIEF Clause in Contracts

SEVERABILITY; INJUNCTIVE RELIEF. (a) If any provision of this Agreement or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remainder of the provisions of this Agreement (or the application of such provision in other jurisdictions or to Persons or circumstances other than those to which it was held invalid, illegal or unenforceable) will in no way be affected, impaired or invalidated, and to the extent permitted by applicable Law, any such provision will be restricted in applicability or reformed to the minimum extent required for such provision to be enforceable. This provision will be interpreted and enforced to give effect to the original written intent of the parties prior to the determination of such invalidity or unenforceability. (b) The parties acknowledge and agree that the provisions of Sections 7.2 and 7.3(b) are reasonably necessary to protect the legitimate interests of the GAIA Holding Stockholder and LTC, their respective Affiliates and businesses and that any violation of Sections 7.2 or 7.3(b) will result in irreparable injury to the GAIA Holding Stockholder or LTC and their respective Affiliates, as applicable, the exact amount of which will be difficult to ascertain and the remedies at Law for which will not be reasonable or adequate compensation for such a violation. Accordingly, each party agrees that if it violates any of the provisions of Section 7.2 or 7.3(b), in addition to any other remedy available at Law or in equity, the other party will be entitled to seek specific performance or injunctive relief without posting a bond, or other security, and without the necessity of proving actual damages.