Common use of Violation of Terms Clause in Contracts

Violation of Terms. Should the Employee violate any provision of this Agreement (or the Confidentiality Agreement) in any material respect, then, in addition to all other damages or legal remedies available to the Employer (including without limitation injunctive relief), the Employee immediately shall return to the Employer all monies paid to the Employee pursuant to this Agreement, less $25,000. the Employee agrees that if the Employee is required to return such payments, this Agreement shall continue to be binding on the Employee and the Released Parties shall be entitled to enforce the provisions of this Agreement as if the payments had not been repaid to Company and Company shall have no further obligations to pay or provide the Employee with any of the payments and benefits set forth herein. Should the Employer violate any provision of this Agreement, then the Employee shall have all remedies and civil actions available to remedy the Employee’s damages. The parties agree that, should either party seek to enforce the terms of this Agreement (or the Confidentiality Agreement) through litigation, then the prevailing party, in addition to all other legal remedies, shall be reimbursed by the other party for all reasonable attorneys’ fees in relation to such litigation. However, in accordance with applicable laws, if the Employee commences a proceeding under the OWBPA and/or the ADEA to challenge the validity of this release and prevails on the merits of an ADEA claim, the prior sentence shall not apply, and the court shall have discretion to determine whether the Company is entitled to restitution, recoupment or set off (a “reduction”) against a monetary award obtained by the Employee, which cannot exceed the amount the Employee recovers or the amount the Employee received for signing this Agreement, whichever is less.

Violation of Terms. Should the Employee violate any provision of this Agreement in a material way, which violation remains uncured for a period of five (5) business days after written notice of such violation is provided to the Employee by the Employer by mail or courier to ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or by email to ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇, or should the Confidentiality AgreementEmployee contest or seek to contest the validity or enforceability of Paragraph 11 above (other than as set forth in Paragraph 11(c) in any material respectabove), then, in addition to all other damages or legal remedies available to the Employer (including without limitation limitation, injunctive relief), the Employee shall immediately shall return to the Employer all monies paid and benefits provided to the Employee pursuant to Paragraph 3(a) of this Agreement, less $25,00010,000. the The Employee agrees that if the Employee is required to return such paymentspayments and benefits, this Agreement shall continue to be binding on the Employee and the Released Parties shall be entitled to enforce the provisions of this Agreement as if the payments payments, provision and deliveries had not been repaid or returned to Company the Company, and the Company shall have no further obligations to pay pay, provide or provide deliver to the Employee with any of the payments and payments, benefits or other consideration set forth hereinin Paragraph 3(a) of this Agreement or otherwise. Should the Employer violate any provision of this Agreement, then the Employee shall have all remedies and civil actions available to remedy the Employee’s damages. The parties agree that, should either party seek to enforce the terms of this Agreement (through mediation, arbitration or the Confidentiality Agreement) through litigation, then the prevailing party, in addition to all other legal remedies, shall be reimbursed by the other party for all reasonable attorneys’ fees in relation to such mediation, arbitration or litigation. However, in accordance with applicable laws, if the Employee commences a proceeding under the OWBPA and/or the ADEA to challenge the validity of this the release contained herein and prevails on the merits of an ADEA claim, the prior sentence above shall not apply, and the court shall have discretion to determine whether the Company is entitled to restitution, recoupment or set off (a “reduction”) against a monetary or other award obtained by the Employee, which cannot exceed the amount the Employee recovers or the amount the Employee received for signing pursuant to this Agreement, whichever is less.

Violation of Terms. Should the Employee materially violate any provision of this Agreement (or the Confidentiality Agreement) in any material respect, then, the Company may at its option and as applicable (i) plead this Agreement in addition bar to any such action; and (ii) seek all other damages or legal remedies available to the Employer (including without limitation injunctive relief)relief and monetary damages, the Employee immediately shall return to the Employer all monies paid to the Employee pursuant to this Agreement, less $25,000. the costs and reasonable attorney’s fees.) The Employee agrees that if the Employee is required to return such payments, this Agreement shall continue to be binding on the Employee and the Released Parties shall be entitled to enforce the provisions of this Agreement as if the payments had not been repaid to Company and Company shall have no further obligations to pay or provide the Employee with any of the payments and benefits set forth herein. Should the Employer violate any provision of this Agreement, then the Employee shall have all remedies and civil actions available to remedy the Employee’s damages. If the Separation Payment in Paragraph 3 is not paid to the Employee when and as provided for in Paragraph 3 above, and the Company fails to cure such breach within five (5) days after receiving written notice thereof, then, notwithstanding any contrary provisions herein, (i) in lieu of the Severance Payment provided for in Paragraph 3 above, the Employee shall receive the severance benefits provided by Section 4 of the Change in Control Severance Agreement between the Company and Employee; and (ii) the Employee’s termination of employment with the Company shall be deemed to be an Involuntary Termination Event, as defined in and in connection with any and all awards to the Employee of the Company’s common stock, and, consequently, all otherwise unvested common stock of the Company under such awards shall become fully vested and be immediately delivered to the Employee. The parties agree that, should either party seek to enforce the terms of this Agreement (or the Confidentiality Agreement) through litigation, then the prevailing party, in addition to all other legal remedies, shall be reimbursed by the other party for all reasonable attorneys’ fees in relation to such litigation. However, in accordance with applicable laws, if the Employee commences a proceeding under the OWBPA and/or the ADEA to challenge the validity of this release and prevails on the merits of an ADEA claim, the prior sentence above shall not apply, and the court shall have discretion to determine whether the Company is entitled to restitution, recoupment or set off (a “reduction”) against a monetary award obtained by the Employee, which cannot exceed the amount the Employee recovers or the amount the Employee received for signing this Agreementrelease, whichever is less.

Violation of Terms. Should the Employee violate or breach any provision of this Agreement (or the Confidentiality Agreement) in any material respect, which violation or breach is not cured within ten (10) days written notice to the Employee, then, in addition to all other damages or legal remedies available to the Employer (including without limitation injunctive relief), the Employee immediately shall return to the Employer all monies paid to the Employee pursuant to Paragraph 2 of this Agreement, less $25,0002,000. the The Employee agrees that if the Employee is required to return such payments, this Agreement shall continue to be binding on the Employee and the Released Parties shall be entitled to enforce the provisions of this Agreement as if the payments had not been repaid to Company and Company shall have no further obligations to pay or provide the Employee with any of the payments and benefits set forth herein. Should the Employer violate any provision of this Agreement, then the Employee shall have all remedies and civil actions available to remedy the Employee’s damages. The parties agree that, should either party seek to enforce the terms of this Agreement (or the Confidentiality Agreement) through litigation, then the prevailing party, in addition to all other legal remedies, shall be reimbursed by the other party for all reasonable attorneys’ fees in relation to such litigation. However, in accordance with applicable laws, if the Employee commences a proceeding under the OWBPA and/or the ADEA to challenge the validity of this release and prevails on the merits of an ADEA claim, the prior sentence shall not apply, and the court shall have discretion to determine whether the Company is entitled to restitution, recoupment or set off (a “reduction”) against a monetary award obtained by the Employee, which cannot exceed the amount the Employee recovers or the amount the Employee received for signing this Agreement, whichever is less.