Common use of Acknowledgement and Enforcement Clause in Contracts

Acknowledgement and Enforcement. The Executive acknowledges and agrees that: (A) the purpose of the foregoing covenants 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 CareFusion 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 CareFusion Group in the event the Executive breached any of the covenants of this Section 7; and (C) remedies at law (such as monetary damages) for any breach of the Executive’s obligations under this Section 7 would be inadequate. The Executive therefore agrees and consents that (X) if the Executive commits any breach of a covenant under this Section 7 during the Restricted Period upon termination of employment at or after the end of the Employment Period, all unexercised and unpaid Retention Awards will be immediately forfeited and terminate, and (Y) if the Executive commits any breach of a covenant under this Section 7 or threatens to commit any such breach at any time, the Company shall have the right (in addition to, and not in lieu of, any other right or 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.

Appears in 2 contracts

Samples: Release Agreement (CareFusion Corp), Release Agreement (CareFusion Corp)

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Acknowledgement and Enforcement. The Executive Pxxxxxxxx acknowledges and agrees that: (Ai) the purpose of the foregoing covenants is in this Section 9 are to protect the goodwill, trade secrets and other Confidential Information of the Company; (Bii) because of the nature of the business in which the CareFusion Group Company is engaged and because of the nature of the Confidential Information to which the Executive Pxxxxxxxx has access, the Company would suffer irreparable harm and it would be impractical and excessively difficult to determine the actual damages of the CareFusion Group Company in the event the Executive Pxxxxxxxx breached any of the covenants of this Section 79; and (Ciii) remedies at law (such as monetary damages) for any breach of the Executive’s Pxxxxxxxx’x obligations under this Section 7 9 would be inadequate. The Executive Pxxxxxxxx therefore agrees and consents that (X) if the Executive Pxxxxxxxx commits any breach of a covenant under this Section 7 9 during the Restricted Period upon termination applicable period of employment at or after restriction specified therein as determined in good faith by the end of the Employment Period, all unexercised and unpaid Retention Awards will be immediately forfeited and terminate, and (Y) if the Executive commits any breach of a covenant under this Section 7 or threatens to commit any such breach at any timeBoard, the Company shall have the right (in addition to, and not in lieu of, any other right or that may be available to it) to seek 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.

Appears in 1 contract

Samples: Consulting and Transition Agreement (pdvWireless, Inc.)

Acknowledgement and Enforcement. The Executive acknowledges and agrees that: (Ai) the purpose of the foregoing covenants is to protect the goodwill, trade secrets and other Confidential Information of the Company; (Bii) because of the nature of the business in which the CareFusion 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 CareFusion Group in the event the Executive breached any of the covenants of this Section 75(g); and (Ciii) remedies at law (such as monetary damages) for any breach of the Executive’s obligations under this Section 7 5(g) would be inadequate. The Executive therefore agrees and consents that (X) if the Executive commits any breach of a covenant under this Section 7 5(g) during the Restricted Period upon termination of employment at or after the end of the Employment Period, all unexercised and unpaid Retention Awards severance benefits will be immediately forfeited and terminateforfeited, and (Y) if the Executive commits any breach of a covenant under this Section 7 5(g) or threatens to commit any such breach at any time, the Company shall have the right (in addition to, and not in lieu of, any other right or 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.

Appears in 1 contract

Samples: Retention Agreement (CareFusion Corp)

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Acknowledgement and Enforcement. The Executive Mxxxxx acknowledges and agrees that: (Ai) the purpose of the foregoing covenants is in this Section 9 are to protect the goodwill, trade secrets and other Confidential Information of the Company; (Bii) because of the nature of the business in which the CareFusion Group Company is engaged and because of the nature of the Confidential Information to which the Executive Mxxxxx has access, the Company would suffer irreparable harm and it would be impractical and excessively difficult to determine the actual damages of the CareFusion Group Company in the event the Executive Mxxxxx breached any of the covenants of this Section 79; and (Ciii) remedies at law (such as monetary damages) for any breach of the Executive’s Mxxxxx’x obligations under this Section 7 9 would be inadequate. The Executive Mxxxxx therefore agrees and consents that (X) if the Executive Mxxxxx commits any breach of a covenant under this Section 7 9 during the Restricted Period upon termination applicable period of employment at or after restriction specified therein as determined in good faith by the end of the Employment Period, all unexercised and unpaid Retention Awards will be immediately forfeited and terminate, and (Y) if the Executive commits any breach of a covenant under this Section 7 or threatens to commit any such breach at any timeBoard, the Company shall (i) immediately be entitled to cease providing the consideration provided to Mxxxxx under this Agreement and the Consulting Agreement and to obtain damages, except as prohibited by law, and (ii) have the right (in addition to, and not in lieu of, any other right or that may be available to it) to seek 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.

Appears in 1 contract

Samples: Consulting Agreement (Organovo Holdings, Inc.)

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