Common use of Acknowledgement and Enforcement Clause in Contracts

Acknowledgement and Enforcement. Executive acknowledges and agrees that: (a) the purpose of the foregoing covenants, including without limitation the noncompetition covenants of Sections 4 and 5, is to protect the goodwill, trade secrets and other Confidential Information of the Company; (b) because of the nature of the business in which the Cardinal Group is engaged and because of the nature of the Confidential Information to which Executive has access, the Company would suffer irreparable harm and it would be impractical and excessively difficult to determine the actual damages of the Cardinal Group in the event Executive breached any of the covenants of this Agreement; and (c) remedies at law (such as monetary damages) for any breach of Executive's obligations under this Agreement would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a covenant under this Agreement or threatens to commit any such breach, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any of the covenants contained in this Agreement are finally held by a court to be invalid, illegal or unenforceable (whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining covenants shall not be affected thereby; provided, however, that if any of such covenants is finally held by a court to be invalid, illegal or unenforceable because it exceeds the maximum scope or duration determined to be acceptable to permit such provision to be enforceable, such covenant will be deemed to be modified to the minimum extent necessary to modify such scope or duration in order to make such provision enforceable hereunder.

Acknowledgement and Enforcement. The Executive acknowledges and agrees that: (ai) the purpose of the foregoing covenants, including without limitation the noncompetition covenants covenant of Sections 4 and 5Section 5(c), is to protect the goodwill, trade secrets and other Confidential Information of the CompanyCompany being acquired by Kellogg in the Transaction; (bii) because of the nature of the business in which the Cardinal Group is Company and the Affiliated Companies are engaged and because of the nature of the Confidential Information to which the Executive has access, the Company would suffer irreparable harm and it would be impractical and excessively difficult to determine the actual damages of the Cardinal Group Company and the Affiliated Companies in the event the Executive breached any of the covenants of this AgreementSection 5; and (ciii) remedies at law (such as monetary damages) for any breach of the Executive's obligations under this Agreement Section 5 would be inadequate. The Executive therefore agrees and consents that if Executive he commits any breach of a covenant under this Agreement Section 5 or threatens to commit any such breach, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. With respect to any provision of this Section 5 finally determined by a court of competent jurisdiction to be unenforceable, the Executive and the Company hereby agree that such court shall have jurisdiction to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law, and the parties agree to abide by such court's determination. If any of the covenants contained in of this Agreement Section 5 are finally held by a court determined to be invalid, illegal wholly or partially unenforceable (whether in whole or in part)any jurisdiction, such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining covenants determination shall not be affected thereby; provided, however, that if a bar to or in any of such covenants is finally held by a court way diminish the Company's right to be invalid, illegal or unenforceable because it exceeds the maximum scope or duration determined to be acceptable to permit such provision to be enforceable, enforce any such covenant will be deemed to be modified to the minimum extent necessary to modify such scope or duration in order to make such provision enforceable hereunderany other jurisdiction.

Acknowledgement and Enforcement. The Executive acknowledges and agrees that: (aA) the purpose of the foregoing covenants, including without limitation the noncompetition covenants of Sections 4 Section 8(d) and 5(e), is to protect the goodwill, trade secrets and other Confidential Information of the Company; (bB) because of the nature of the business in which the Cardinal Group is engaged and because of the nature of the Confidential Information to which the Executive has access, the Company would suffer irreparable harm and it would be impractical and excessively difficult to determine the actual damages of the Cardinal Group in the event the Executive breached any of the covenants of this AgreementSection 8; and (cC) remedies at law (such as monetary damages) for any breach of the Executive's ’s obligations under this Agreement Section 8 would be inadequate. The Executive therefore agrees and consents that if the Executive commits any breach of a covenant under this Agreement Section 8 or threatens to commit any such breach, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any of the covenants contained in this Agreement are Section 8 is finally held by a court to be invalid, illegal or unenforceable (whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining covenants shall not be affected thereby; provided, however, that if any of such covenants is finally held by a court to be invalid, illegal or unenforceable because it exceeds the maximum scope or and/or duration determined to be acceptable to permit such provision to be enforceable, such covenant will be deemed to be modified to the minimum extent necessary to modify such scope or and/or duration in order to make such provision enforceable hereunder.