Common use of Acknowledgements Respecting Restrictive Covenants Clause in Contracts

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered the provisions of this Section 7 and, having done so, agrees that: (i) the restrictive covenants contained in this Section 7, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay and its subsidiaries and affiliates. (b) The parties acknowledge that it is impossible to measure in money the damages that will accrue to one party in the event that the other party breaches any of the restrictive covenants contained in this Section 7 and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive breaches any restrictive covenant contained in this Section 7, Vishay shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant. If Vishay shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7, Executive hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay has an adequate remedy at law. (c) In the event of a breach of any of the restrictive covenants contained in this Section 7, the parties agree that Vishay, in addition to any injunctive relief as described in Section 7.5(b), shall be entitled to any other appropriate legal or equitable remedy. (d) If any of the restrictive covenants contained in this Section 7 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated hereby.

Appears in 3 contracts

Samples: Employment Agreement (Vishay Intertechnology Inc), Employment Agreement (Vishay Intertechnology Inc), Employment Agreement (Vishay Intertechnology Inc)

AutoNDA by SimpleDocs

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered With respect to the provisions of restrictive covenants set forth in this Section 7 and6, having done so, agrees the Parties acknowledge and agree that: (i1) (A) Each of the restrictive covenants contained in this Section 76 shall be construed as a separate covenant with respect to each activity to which it applies, including(B) if, in any judicial proceeding, a court shall deem any of the restrictive covenants invalid, illegal, or unenforceable because its scope is considered excessive, such restrictive covenant shall be modified so that the scope of the restrictive covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal, and enforceable, and (C) if any restrictive covenant (or portion thereof) is deemed invalid, illegal, or unenforceable in any jurisdiction, as to that jurisdiction such restrictive covenant (or portion thereof) shall be ineffective to the extent of such invalidity, illegality, or unenforceability, without limitation, affecting in any way the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such remaining restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay and its subsidiaries and affiliates(or portion thereof) in such jurisdiction or rendering that or any other restrictive covenant (or portion thereof) invalid, illegal, or unenforceable in any other jurisdiction. (b2) The parties acknowledge Parties hereto hereby declare that it is impossible to measure in money the damages that will accrue to one party a Party in the event that the other party Party breaches any of the restrictive covenants contained provided in this Section 7 and 6. In the event that a Party breaches any such damagesrestrictive covenant, in any event, would be inadequate and insufficient. Therefore, if Executive breaches any restrictive covenant contained in this Section 7, Vishay the nonbreaching Party shall be entitled to an injunction injunction, a restraining order or such other equitable relief, including, but not limited to, specific performance (without the breaching party requirement to post bond) restraining such Party from violating such restrictive covenant. If Vishay the nonbreaching Party shall institute any action or proceeding to enforce a the restrictive covenant contained in this Section 7covenant, Executive the breaching Party hereby waives, waives the claim or defense that the breaching Party has an adequate remedy at law and agrees not to assert in any such action or proceeding, proceeding the claim or defense that Vishay the nonbreaching Party has an adequate remedy at law. (c3) In the event of a breach of any of the restrictive covenants contained The remedies provided for in this Section 7, the parties agree that Vishay, 6 are cumulative and in addition to any injunctive relief as described other rights and remedies the Parties may have under law or in Section 7.5(b), shall be entitled to any other appropriate legal or equitable remedyequity. (d) If any of the restrictive covenants contained in this Section 7 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated hereby.

Appears in 3 contracts

Samples: Separation, Settlement and Release of Claims Agreement (Reed's, Inc.), Separation, Settlement and Release of Claims Agreement (Reed's, Inc.), Separation, Settlement and Release of Claims Agreement (Reed's, Inc.)

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered the provisions of this Section 7 and, having done so, agrees that: (i) the restrictive covenants contained in this Section 7, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay, Vishay Israel and its their subsidiaries and affiliates. (b) The parties acknowledge that it is impossible to measure in money the damages that will accrue to one party Vishay, Vishay Israel, and their subsidiaries and affiliates in the event that the other party Executive breaches any of the restrictive covenants contained in this Section 7 and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive breaches any restrictive covenant contained in this Section 7, Vishay and/or Vishay Israel shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant. If Vishay and/or Vishay Israel shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7, Executive hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay or Vishay Israel has an adequate remedy at law. (c) In the event of a breach of any of the restrictive covenants contained in this Section 7, the parties agree that VishayVishay and Vishay Israel, in addition to any injunctive relief as described in Section 7.5(b), shall be entitled to any other appropriate legal or equitable remedy. (d) If any of the restrictive covenants contained in this Section 7 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated hereby.

Appears in 2 contracts

Samples: Employment Agreement (Vishay Intertechnology Inc), Employment Agreement (Vishay Intertechnology Inc)

Acknowledgements Respecting Restrictive Covenants. (a) NO ADEQUATE REMEDY AT LAW. Executive has carefully read and considered the provisions of this Section 7 and, having done so, agrees that: (i) the restrictive covenants contained in this Section 7, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay and its subsidiaries and affiliates. (b) The parties acknowledge acknowledges that it is impossible to measure in money the damages that will accrue to one party the Company in the event that the other party Executive breaches any of the restrictive covenants contained in this Section 7 6, 7, 8, or 10 and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive breaches any restrictive covenant contained in this Section 6, 7, Vishay 8, or 10, the Company and any of its subsidiaries or affiliates shall be entitled to an injunction restraining the breaching party Executive from violating such restrictive covenant. If Vishay the Company or any of its subsidiaries or affiliates shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7covenant, Executive hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay has the Company or any of its subsidiaries or affiliates have an adequate remedy at law. (cb) INJUNCTIVE RELIEF NOT EXCLUSIVE REMEDY. In the event of a breach of any of the restrictive covenants contained in this Section 6, 7, the parties agree that Vishay8, or 10, Executive agrees that, in addition to any injunctive relief as described in Section 7.5(b9(a), the Company shall be entitled to any other appropriate legal or equitable remedy. (dc) If any THIS SECTION REASONABLE, FAIR AND EQUITABLE. Executive agrees that this Section 9 is reasonable, fair and equitable in light of his duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement and that it is necessary to protect the legitimate business interests of the restrictive covenants contained Company and that Executive has had independent legal advice in this Section 7 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated herebyso concluding.

Appears in 2 contracts

Samples: Executive Employment Agreement (Kaiser Group Holdings Inc), Executive Employment Agreement (Kaiser Group Holdings Inc)

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered the provisions of this Section 7 and, having done so, agrees that: (i) the restrictive covenants contained in this Section 7, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay the Company and its subsidiaries and affiliates. (b) The parties acknowledge that it is impossible to measure in money the damages that will accrue to one party in the event that the other party breaches any of the restrictive covenants contained in this Section 7 and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive one party breaches any restrictive covenant contained in this Section 7, Vishay the non-breaching party shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant; provided, however, that a party must provide the other party with not less than five (5) days written notice prior to instituting an action or proceeding to enforce any restrictive covenant contained in this Section 7. If Vishay the non- breaching party shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7, Executive the breaching party hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay the non-breaching party has an adequate remedy at law. (c) In the event of a breach of any of the restrictive covenants contained in this Section 7, the parties agree that Vishaythe non-breaching party, in addition to any injunctive relief as described in Section 7.5(b), shall be entitled to any other appropriate legal or equitable remedy. (d) If any of the restrictive covenants contained in this Section 7 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated hereby.

Appears in 2 contracts

Samples: Employment Agreement (Vishay Precision Group, Inc.), Employment Agreement (Vishay Precision Group, Inc.)

Acknowledgements Respecting Restrictive Covenants. Employee acknowledges and agrees that: (a) Executive has carefully read and considered the provisions of this Section 7 and, having done so, agrees that: (i) the restrictive covenants contained in this Section Sections 4, 5, 6 and 7, including, including without limitation, limitation the scope and time period of such restrictionsNoncompetition Covenant, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary being given to protect the legitimate business interests goodwill, trade secrets and other Confidential Information of Vishay and its subsidiaries and affiliates. the Company; (b) The parties acknowledge that because of the nature of the business in which the Company and the Company Affiliates are engaged (and will be engaged after the Effective Time) and because of the nature of the Confidential Information to which Employee has access, it is impossible would be impractical and excessively difficult to measure in money determine the actual damages that will accrue to one party of the Company and the Company Affiliates in the event that the other party breaches Employee breached any of the restrictive covenants contained in this Section 7 such covenants; and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive breaches any restrictive covenant contained in this Section 7, Vishay shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant. If Vishay shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7, Executive hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay has an adequate remedy at law. (c) In the event remedies at law (such as monetary damages) for any breach of Employee’s obligations under such covenants would be inadequate. Employee therefore agrees and consents that, if Employee commits any breach of a breach of covenant under Section 4, 5, 6 or 7 or threatens to commit any of the restrictive covenants contained in this Section 7such breach, the parties agree that Vishay, 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 injunctive relief as described in provision of Section 7.5(b)4, shall be entitled to any other appropriate legal 5, 6 or equitable remedy. (d) If any of the restrictive covenants contained in this Section 7 are deemed finally determined by a court of competent jurisdiction to be unenforceable unenforceable, Employee 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 reason of their extentlaw, duration or geographical scope or otherwise, and the parties contemplate that agree to abide by such court’s determination. If any provision of Section 4, 5, 6 or 7 is determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the court shall revise such extent, duration, geographical scope or other provision but only Company’s right to the extent required in order to render such restrictions enforceable, and enforce any such restriction provision in its revised form for all purposes in the manner contemplated herebyany other jurisdiction.

Appears in 2 contracts

Samples: Employment and Confidentiality Agreement (Boron Lepore & Associates Inc), Employment and Confidentiality Agreement (Cardinal Health Inc)

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered the provisions of this Section 7 and, having done so, agrees that: (i) the restrictive covenants contained in this Section 7, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s 's duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay, Vishay Americas and its their subsidiaries and affiliates. (b) The parties acknowledge that it is impossible to measure in money the damages that will accrue to one party in the event that the other party breaches any of the restrictive covenants contained in this Section 7 and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive breaches any restrictive covenant contained in this Section 7, Vishay Americas shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant. If Vishay shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7, Executive hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay Americas has an adequate remedy at law. (c) In the event of a breach of any of the restrictive covenants contained in this Section 7, the parties agree that VishayVishay and Vishay Americas, in addition to any injunctive relief as described in Section 7.5(b), shall be entitled to any other appropriate legal or equitable remedy. (d) If any of the restrictive covenants contained in this Section 7 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated hereby.

Appears in 2 contracts

Samples: Employment Agreement (Vishay Intertechnology Inc), Employment Agreement (Vishay Intertechnology Inc)

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered the provisions of this Section 7 and, having done so, agrees that: (i) the restrictive covenants contained in this Section 7, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s 's duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay, Vishay Singapore and its their subsidiaries and affiliates. (b) The parties acknowledge that it is impossible to measure in money the damages that will accrue to one party in the event that the other party breaches any of the restrictive covenants contained in this Section 7 and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive breaches any restrictive covenant contained in this Section 7, Vishay and Vishay Singapore shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant. If Vishay shall or Vishay Singapore institute any action or proceeding to enforce a restrictive covenant contained in this Section 7, Executive hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay and/or Vishay Singapore has an adequate remedy at law. (c) In the event of a breach of any of the restrictive covenants contained in this Section 7, the parties agree that VishayVishay and Vishay Singapore, in addition to any injunctive relief as described in Section 7.5(b), shall be entitled to any other appropriate legal or equitable remedy. (d) If any of the restrictive covenants contained in this Section 7 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated hereby.

Appears in 1 contract

Samples: Employment Agreement (Vishay Intertechnology Inc)

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered the provisions of this Section 7 and, having done so, agrees that: (i) the restrictive covenants contained in this Section 7, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay, Vishay Siliconix and its their subsidiaries and affiliates. (b) The parties acknowledge that it is impossible to measure in money the damages that will accrue to one party in the event that the other party breaches any of the restrictive covenants contained in this Section 7 and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive breaches any restrictive covenant contained in this Section 7, Vishay Siliconix shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant. If Vishay shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7, Executive hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay Siliconix has an adequate remedy at law. (c) In the event of a breach of any of the restrictive covenants contained in this Section 7, the parties agree that VishayVishay and Vishay Siliconix, in addition to any injunctive relief as described in Section 7.5(b), shall be entitled to any other appropriate legal or equitable remedy. (d) If any of the restrictive covenants contained in this Section 7 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated hereby.

Appears in 1 contract

Samples: Employment Agreement (Vishay Intertechnology Inc)

Acknowledgements Respecting Restrictive Covenants. Employee acknowledges and agrees that: (a) Executive has carefully read and considered the provisions of this Section 7 and, having done so, agrees that: (i) the restrictive covenants contained in this Section Sections 4, 5, 6 and 7, including, including without limitation, limitation the scope and time period of such restrictionsNoncompetition Covenant, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary being given to protect the legitimate business interests goodwill, trade secrets and other Confidential Information of Vishay and its subsidiaries and affiliates. the Company; (b) The parties acknowledge that because of the nature of the business in which the Company and its Affiliates are engaged and because of the nature of the Confidential Information to which Employee has access, it is impossible would be impractical and excessively difficult to measure in money determine the actual damages that will accrue to one party of the Company and its Affiliates in the event that the other party breaches Employee breached any of the restrictive such covenants; and (c) remedies at law (such as monetary damages) for any breach of Employee’s obligations under such covenants contained in this Section 7 and that any such damages, in any event, would be inadequate inadequate. Employee therefore agrees and insufficient. Thereforeconsents that, if Executive breaches Employee commits any restrictive breach of a covenant contained in this under Section 4, 5, 6 or 7, Vishay 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 and to suspend the payment and provision of any severance benefits to which Employee may be entitled to an injunction restraining the breaching party from violating at such restrictive covenant. If Vishay shall institute any action or proceeding to enforce a restrictive covenant contained in this time under Section 710 hereof, Executive hereby waivesif any, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay has an adequate remedy at law. (c) In the event of a breach of any pending final adjudication of the restrictive covenants contained in this Section 7, the parties agree that Vishay, in addition matter. With respect to any injunctive relief as described in provision of Section 7.5(b)4, shall be entitled to any other appropriate legal 5, 6 or equitable remedy. (d) If any of the restrictive covenants contained in this Section 7 are deemed finally determined by a court of competent jurisdiction to be unenforceable unenforceable, Employee 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 reason of their extentlaw, duration or geographical scope or otherwise, and the parties contemplate that agree to abide by such court’s determination. If any provision of Section 4, 5, 6 or 7 is determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in anyway diminish the court shall revise such extent, duration, geographical scope or other provision but only Company’s right to the extent required in order to render such restrictions enforceable, and enforce any such restriction provision in its revised form for all purposes in the manner contemplated herebyany other jurisdiction.

Appears in 1 contract

Samples: Employment Agreement (Savient Pharmaceuticals Inc)

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered the provisions of this Section 7 and, having done so, agrees that: (i) the restrictive covenants contained in this Section 7, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay and its subsidiaries and affiliatesVishay. (b) The parties acknowledge that it is impossible to measure in money the damages that will accrue to one party in the event that the other party breaches any of the restrictive covenants contained in this Section 7 and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive one party breaches any restrictive covenant contained in this Section 7, Vishay the non-breaching party shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant; provided, however, that a party must provide the other party with not less than five (5) days written notice prior to instituting an action or proceeding to enforce any restrictive covenant contained in this Section 7. If Vishay the non-breaching party shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7, Executive the breaching party hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay the non-breaching party has an adequate remedy at law. (c) In the event of a breach of any of the restrictive covenants contained in this Section 7, the parties agree that Vishaythe non-breaching party, in addition to any injunctive relief as described in Section 7.5(b), shall be entitled to any other appropriate legal or equitable remedy. (d) If any of the restrictive covenants contained in this Section 7 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated hereby.

Appears in 1 contract

Samples: Employment Agreement (Vishay Intertechnology Inc)

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered the provisions of this Section 7 and, having done so, agrees that: (i) the restrictive covenants contained in this Section 7, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay the Company and its subsidiaries and affiliates. (b) The parties acknowledge that it is impossible to measure in money the damages that will accrue to one party in the event that the other party breaches any of the restrictive covenants contained in this Section 7 and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive one party breaches any restrictive covenant contained in this Section 7, Vishay the non-breaching party shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant; provided, however, that when practically possible, a party must provide the other party with not less than five (5) days written notice prior to instituting an action or proceeding to enforce any restrictive covenant contained in this Section 7. If Vishay the non-breaching party shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7, Executive the breaching party hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay the non-breaching party has an adequate remedy at law. (c) In the event of a breach of any of the restrictive covenants contained in this Section 7, the parties agree that Vishaythe non-breaching party, in addition to any injunctive relief as described in Section 7.5(b), shall be entitled to any other appropriate legal or equitable remedy. (d) If any of the restrictive covenants contained in this Section 7 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated hereby.

Appears in 1 contract

Samples: Employment Agreement (Vishay Precision Group, Inc.)

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered With respect to the provisions of restrictive covenants set forth in this Section 7 and6, having done so, the Executive acknowledges and agrees thatas follows: (i) The specified duration of a restrictive covenant shall be extended by and for the restrictive covenants contained term of any period during which the Executive is in this Section 7, including, without limitation, the scope and time period violation of such restrictions, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; andcovenant. (ii) such The restrictive covenants are reasonably necessary in addition to protect any rights the legitimate business interests of Vishay and its subsidiaries and affiliatesCompany may have in law or at equity. (biii) The parties acknowledge that it It is impossible to measure in money the damages that which will accrue to one party the Company in the event that the other party Executive breaches any of the restrictive covenants contained in this Section 7 and that any such damages, in any event, would be inadequate and insufficientcovenants. Therefore, if the Executive breaches any restrictive covenant contained in this Section 7covenant, Vishay the Company and its affiliates shall be entitled to an injunction restraining the breaching party Executive from violating such restrictive covenantcovenants. If Vishay the Company or any of its affiliates shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7covenant, the Executive hereby waives, waives the claim or defense that the Company or any of its affiliates has an adequate remedy at law and the Executive agrees not to assert in any such action or proceeding, proceeding the claim or defense that Vishay the Company or any of its affiliates has an adequate remedy at law. The foregoing shall not prejudice the Company’s or its affiliates’ right to require the Executive to account for and pay over to the Company or its affiliates, and the Executive hereby agrees to account for and pay over, the compensation, profits, monies, accruals or other benefits derived or received by the Executive as a result of any transaction constituting a breach of the restrictive covenants. (civ) In the event of a breach of any (A) Each of the restrictive covenants contained in this Section 76 shall be construed as a separate covenant with respect to each activity to which it applies, the parties agree that Vishay(B) if, in addition to any injunctive relief as described in Section 7.5(b)judicial proceeding or arbitration, a court or arbitrator shall be entitled to any other appropriate legal or equitable remedy. (d) If deem any of the restrictive covenants contained invalid, illegal or unenforceable because its scope is considered excessive, such restrictive covenant shall be modified so that the scope of the restrictive covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable, and (C) if any restrictive covenant (or portion thereof) is deemed invalid, illegal or unenforceable in any jurisdiction, as to that jurisdiction such restrictive covenant (or portion thereof) shall be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining restrictive covenants (or portion thereof) in such jurisdiction or rendering that or any other restrictive covenant (or portion thereof) invalid, illegal, or unenforceable in any other jurisdiction. (v) The restrictive covenants provided in this Section 7 are deemed 6 shall be in addition to any restrictions imposed on the Executive by a court of competent jurisdiction to be unenforceable by reason of their extent, duration statute or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated herebyat common law.

Appears in 1 contract

Samples: Separation Agreement (Carbo Ceramics Inc)

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered With respect to the provisions of restrictive covenants set forth in this Section 7 and1, having done so, agrees the parties acknowledge and agree that: (iA) each of the restrictive covenants contained in this Section 71 shall be construed as a separate covenant with respect to each geographic area and each activity to which it applies, including(B) if, in any judicial proceeding, a court shall deem any of the restrictive covenants invalid, illegal, or unenforceable because its scope is considered excessive, such restrictive covenant shall be modified so that the scope of the restrictive covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal, and enforceable, and (C) if any restrictive covenant (or portion thereof) is deemed invalid, illegal, or unenforceable in any jurisdiction, and it cannot be reformed, as to that jurisdiction such restrictive covenant (or portion thereof) shall be ineffective to the extent of such invalidity, illegality, or unenforceability, without limitation, affecting in any way the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such remaining restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay and its subsidiaries and affiliates(or portion thereof) in such jurisdiction or rendering that or any other restrictive covenant (or portion thereof) invalid, illegal, or unenforceable in any other jurisdiction. (b) ii. The parties acknowledge hereto hereby declare that it is impossible to measure in money the damages that will accrue to one party the Company in the event that the other party Xxxxxxx breaches any of the restrictive covenants contained provided in this Section 7 and 1. In the event that Xxxxxxx breaches any such damagesrestrictive covenant, in any event, would be inadequate and insufficient. Therefore, if Executive breaches any restrictive covenant contained in this Section 7, Vishay the Company shall be entitled to an injunction injunction, a restraining order or such other equitable relief, including, but not limited to, specific performance (without the breaching party requirement to post bond) restraining Xxxxxxx from violating such restrictive covenant. If Vishay the Company shall institute any action or proceeding to enforce a the restrictive covenant contained in this Section 7covenant, Executive Xxxxxxx hereby waives, waives the claim or defense that the Company has an adequate remedy at law and agrees not to assert in any such action or proceeding, proceeding the claim or defense that Vishay the Company has an adequate remedy at law. (c) In . The foregoing shall not prejudice the event Company’s right to receive any other available relief, including but not limited to the ability to require Xxxxxxx to account for and pay over to the Company, and Xxxxxxx hereby agrees to account for and pay over, the compensation, earnings, profits, monies, accruals, or other benefits derived or received by Xxxxxxx as a result of any transaction constituting a breach of any of the restrictive covenants contained provided in this Section 71, and the parties hereby agree that Vishaythe Company shall be entitled to an equitable accounting of all such compensation, earnings, profits, monies, accruals, and other benefits. The parties hereby agree that the Restricted Period shall be extended by any period during which Xxxxxxx is found to be in violation of, or to have violated, this Section 1. iii. The remedies provided for in this Section 1.E are cumulative and in addition to any injunctive relief as described other rights and remedies the Company may have under law or in Section 7.5(b), shall be entitled to any other appropriate legal or equitable remedyequity. (d) If any of the iv. The restrictive covenants contained provided in this Section 7 are deemed 1 shall be in addition to any restrictions imposed on Xxxxxxx by a court of competent jurisdiction to be unenforceable by reason of their extent, duration statute or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated herebyat common law.

Appears in 1 contract

Samples: Non Competition and Non Solicitation Agreement (SM Energy Co)

AutoNDA by SimpleDocs

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered With respect to the provisions of restrictive covenants set forth in this Section 7 and5, having done so, agrees the parties acknowledge and agree that: (i) (A) each of the restrictive covenants contained in this Section 75 shall be construed as a separate covenant with respect to each geographic area and each activity to which it applies, including(B) if, in any judicial proceeding, a court shall deem any of the restrictive covenants invalid, illegal, or unenforceable because its scope is considered excessive, such restrictive covenant shall be modified so that the scope of the restrictive covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal, and enforceable, and (C) if any restrictive covenant (or portion thereof) is deemed invalid, illegal, or unenforceable in any jurisdiction, as to that jurisdiction such restrictive covenant (or portion thereof) shall be ineffective to the extent of such invalidity, illegality, or unenforceability, without limitationaffecting in any way the remaining restrictive covenants (or portion thereof) in such jurisdiction or rendering that or any other restrictive covenant (or portion thereof) invalid, the scope and time period of such restrictionsillegal, are reasonable, fair and equitable or unenforceable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; andany other jurisdiction. (ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay and its subsidiaries and affiliates. (b) The parties acknowledge hereto hereby declare that it is impossible to measure in money the damages that will accrue to one party the Company in the event that the other party Employee breaches any of the restrictive covenants contained provided in this Section 7 and 5. In the event that Employee breaches any such damagesrestrictive covenant, in any event, would be inadequate and insufficient. Therefore, if Executive breaches any restrictive covenant contained in this Section 7, Vishay the Company shall be entitled to an injunction injunction, a restraining order or such other equitable relief, including, but not limited to, specific performance (without the breaching party requirement to post bond) restraining Employee from violating such restrictive covenant. If Vishay the Company shall institute any action or proceeding to enforce a the restrictive covenant contained in this Section 7covenant, Executive Employee hereby waives, waives the claim or defense that the Company has an adequate remedy at law and agrees not to assert in any such action or proceeding, proceeding the claim or defense that Vishay the Company has an adequate remedy at law. (c) In . The foregoing shall not prejudice the event Company’s right to require Employee to account for and pay over to the Company, and Employee hereby agrees to account for and pay over, the compensation, earnings, profits, monies, accruals, or other benefits derived or received by Employee as a result of any transaction constituting a breach of any of the restrictive covenants contained provided in this Section 75, and the parties hereby agree that Vishaythe Company shall be entitled to an equitable accounting of all such compensation, earnings, profits, monies, accruals, and other benefits. The parties hereby agree that the Restricted Period shall be extended by any period during which Employee is found to be in violation of, or to have violated, this Section 5. (iii) The remedies provided for in this Section 5(h) are cumulative and in addition to any injunctive relief as described other rights and remedies the Company may have under law or in Section 7.5(b), shall be entitled to any other appropriate legal or equitable remedyequity. (div) If any of the The restrictive covenants contained provided in this Section 7 are deemed 5 shall be in addition to any restrictions imposed on Employee by a court of competent jurisdiction to be unenforceable by reason of their extent, duration statute or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated herebyat common law.

Appears in 1 contract

Samples: Executive Separation Agreement (Amergent Hospitality Group Inc.)

Acknowledgements Respecting Restrictive Covenants. (a) 7.5.1. Executive has carefully read and considered the provisions of this Section 7 and, having done so, agrees that: (ia) the restrictive covenants contained in this Section 7, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (iib) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay and its subsidiaries and affiliatesAmericas. (b) 7.5.2. The parties acknowledge that it is impossible to measure in money the damages that will accrue to one party in the event that the other party breaches any of the restrictive covenants contained in this Section 7 and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive breaches any restrictive covenant contained in this Section 7, Vishay Americas shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant. If Vishay shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7, Executive hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay Americas has an adequate remedy at law. (c) 7.5.3. In the event of a breach of any of the restrictive covenants contained in this Section 7, the parties agree that VishayVishay Americas, in addition to any injunctive relief as described in Section 7.5(b)7.5.2, shall be entitled to any other appropriate legal or equitable remedy. (d) 7.5.4. If any of the restrictive covenants contained in this Section 7 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated hereby.

Appears in 1 contract

Samples: Employment Agreement (Vishay Intertechnology Inc)

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered With respect to the provisions of restrictive covenants set forth in this Section 7 and6 and in the Prior Agreement, having done so, the Executive acknowledges and agrees thatas follows: (i) The specified duration of a restrictive covenant shall be extended by and for the restrictive covenants contained term of any period during which the Executive is in this Section 7, including, without limitation, the scope and time period violation of such restrictions, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; andcovenant. (ii) such The restrictive covenants are reasonably necessary in addition to protect any rights the legitimate business interests of Vishay and its subsidiaries and affiliatesCompany may have in law or at equity. (biii) The parties acknowledge that it It is impossible to measure in money the damages that which will accrue to one party the Company in the event that the other party Executive breaches any of the restrictive covenants contained in this Section 7 and that any such damages, in any event, would be inadequate and insufficientcovenants. Therefore, if the Executive breaches any restrictive covenant contained in this Section 7covenant, Vishay the Company and its affiliates shall be entitled to an injunction restraining the breaching party Executive from violating such restrictive covenantcovenants. If Vishay the Company or any of its affiliates shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7covenant, the Executive hereby waives, waives the claim or defense that the Company or any of its affiliates has an adequate remedy at law and the Executive agrees not to assert in any such action or proceeding, proceeding the claim or defense that Vishay the Company or any of its affiliates has an adequate remedy at law. The foregoing shall not prejudice the Company’s or its affiliates’ right to require the Executive to account for and pay over to the Company or its affiliates, and the Executive hereby agrees to account for and pay over, the compensation, profits, monies, accruals or other benefits derived or received by the Executive as a result of any transaction constituting a breach of the restrictive covenants. (civ) In the event of a breach of any (A) Each of the restrictive covenants contained in this Section 76 and in the Prior Agreement shall be construed as a separate covenant with respect to each activity to which it applies, the parties agree that Vishay(B) if, in addition to any injunctive relief as described in Section 7.5(b)judicial proceeding or arbitration, a court or arbitrator shall be entitled to any other appropriate legal or equitable remedy. (d) If deem any of the restrictive covenants contained invalid, illegal or unenforceable because its scope is considered excessive, such restrictive covenant shall be modified so that the scope of the restrictive covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable, and (C) if any restrictive covenant (or portion thereof) is deemed invalid, illegal or unenforceable in any jurisdiction, as to that jurisdiction such restrictive covenant (or portion thereof) shall be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining restrictive covenants (or portion thereof) in such jurisdiction or rendering that or any other restrictive covenant (or portion thereof) invalid, illegal, or unenforceable in any other jurisdiction. (v) The restrictive covenants provided in this Section 7 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, 6 and enforce any such restriction in its revised form for all purposes in the manner contemplated herebyPrior Agreement shall be in addition to any restrictions imposed on the Executive by statute or at common law.

Appears in 1 contract

Samples: Separation Agreement (Carbo Ceramics Inc)

Acknowledgements Respecting Restrictive Covenants. (a) Executive Consultant has carefully read and considered the provisions of this Section 7 Article III and, having done so, agrees that: (i) the restrictive covenants contained in this Section 7Article III, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s Consultant's duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay and its subsidiaries and affiliatesVishay. (b) The parties acknowledge that it is impossible to measure in money the damages that will accrue to one party in the event that the other party breaches any of the restrictive covenants contained in this Section 7 Article III and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive one party breaches any restrictive covenant contained in this Section 7Article III, Vishay the non-breaching party shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant; provided, however, that a party must provide the other party with not less than five (5) days written notice prior to instituting an action or proceeding to enforce any restrictive covenant contained in this Article III. If Vishay the non-breaching party shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7Article III, Executive the breaching party hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay the non-breaching party has an adequate remedy at law. (c) In the event of a breach of any of the restrictive covenants contained in this Section 7Article III, the parties agree that Vishaythe non-breaching party, in addition to any injunctive relief as described in Section 7.5(b3.5(b), shall be entitled to any other appropriate legal or equitable remedy. (d) If any of the restrictive covenants contained in this Section 7 Article III are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated hereby.

Appears in 1 contract

Samples: Consulting Agreement (Vishay Intertechnology Inc)

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered the provisions of this Section 7 and, having done so, agrees that: (i) the restrictive covenants contained in this Section 7, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay the Company and its subsidiaries and affiliates. (b) The parties acknowledge that it is impossible to measure in money the damages that will accrue to one party in the event that the other party breaches any of the restrictive covenants contained in this Section 7 and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive one party breaches any restrictive covenant contained in this Section 7, Vishay the non-breaching party shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant; provided, however, that a party must provide the other party with not less than five (5) days written notice prior to instituting an action or proceeding to enforce any restrictive covenant contained in this Section 7. If Vishay the non-breaching party shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7, Executive the breaching party hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay the non-breaching party has an adequate remedy at law. (c) In the event of a breach of any of the restrictive covenants contained in this Section 7, the parties agree that Vishaythe non-breaching party, in addition to any injunctive relief as described in Section 7.5(b), shall be entitled to any other appropriate legal or equitable remedy. (d) If any of the restrictive covenants contained in this Section 7 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated hereby.

Appears in 1 contract

Samples: Employment Agreement (Vishay Precision Group, Inc.)

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered the provisions of this Section 7 and, having done so, agrees that: (i) the restrictive covenants contained in this Section 7, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay, Vishay Electronics and its their subsidiaries and affiliates. (b) The parties acknowledge that it is impossible to measure in money the damages that will accrue to one party in the event that the other party breaches any of the restrictive covenants contained in this Section 7 and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive breaches any restrictive covenant contained in this Section 7, Vishay Electronics shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant. If Vishay shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7, Executive hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay Electronics has an adequate remedy at law. (c) In the event of a breach of any of the restrictive covenants contained in this Section 7, the parties agree that VishayVishay and Vishay Electronics, in addition to any injunctive relief as described in Section 7.5(b), shall be entitled to any other appropriate legal or equitable remedy. (d) If any of the restrictive covenants contained in this Section 7 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated hereby.

Appears in 1 contract

Samples: Employment Agreement (Vishay Intertechnology Inc)

Acknowledgements Respecting Restrictive Covenants. (a) Executive Consultant has carefully read and considered the provisions of this Section 7 Article III and, having done so, agrees that: (i) the restrictive covenants contained in this Section 7Article III, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of ExecutiveConsultant’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay and its subsidiaries and affiliatesVishay. (b) The parties acknowledge that it is impossible to measure in money the damages that will accrue to one party in the event that the other party breaches any of the restrictive covenants contained in this Section 7 Article III and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive one party breaches any restrictive covenant contained in this Section 7Article III, Vishay the non-breaching party shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant; provided, however, that a party must provide the other party with not less than five (5) days written notice prior to instituting an action or proceeding to enforce any restrictive covenant contained in this Article III. If Vishay the non-breaching party shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7Article III, Executive the breaching party hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay the non-breaching party has an adequate remedy at law. (c) In the event of a breach of any of the restrictive covenants contained in this Section 7Article III, the parties agree that Vishaythe non-breaching party, in addition to any injunctive relief as described in Section 7.5(b3.5(b), shall be entitled to any other appropriate legal or equitable remedy. (d) If any of the restrictive covenants contained in this Section 7 Article III are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated hereby.

Appears in 1 contract

Samples: Consulting Agreement (Vishay Intertechnology Inc)

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered the provisions of this Section 7 8 and, having done so, agrees that: (i) the restrictive covenants contained in this Section 78, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay the Company and its subsidiaries and affiliates. (b) The parties acknowledge that it is impossible to measure in money the damages that will accrue to one party in the event that the other party breaches any of the restrictive covenants contained in this Section 7 8 and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive one party breaches any restrictive covenant contained in this Section 78, Vishay the non-breaching party shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant; provided, however, that a party must provide the other party with not less than five (5) days written notice prior to instituting an action or proceeding to enforce any restrictive covenant contained in this Section 8. If Vishay the non-breaching party shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 78, Executive the breaching party hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay the non-breaching party has an adequate remedy at law. (c) In the event of a breach of any of the restrictive covenants contained in this Section 78, the parties agree that Vishaythe non-breaching party, in addition to any injunctive relief as described in Section 7.5(b8.5(b), shall be entitled to any other appropriate legal or equitable remedy. (d) If any of the restrictive covenants contained in this Section 7 8 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated hereby.

Appears in 1 contract

Samples: Employment Agreement (Vishay Precision Group, Inc.)

Acknowledgements Respecting Restrictive Covenants. (a) Executive has carefully read and considered the provisions of this Section 7 and, having done so, agrees that: (i) the restrictive covenants contained in this Section 7, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s duties and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and (ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay VPG and its subsidiaries and affiliates. (b) The parties acknowledge that it is impossible to measure in money the damages that will accrue to one party in the event that the other party breaches any of the restrictive covenants contained in this Section 7 and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive one party breaches any restrictive covenant contained in this Section 7, Vishay the non-breaching party shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant; provided, however, that a party must provide the other party with not less than five (5) days written notice prior to instituting an action or proceeding to enforce any restrictive covenant contained in this Section 7. If Vishay the non-breaching party shall institute any action or proceeding to enforce a restrictive covenant contained in this Section 7, Executive the breaching party hereby waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay the non-breaching party has an adequate remedy at law. (c) In the event of a breach of any of the restrictive covenants contained in this Section 7, the parties agree that Vishaythe non-breaching party, in addition to any injunctive relief as described in Section 7.5(b), shall be entitled to any other appropriate legal or equitable remedy. (d) If any of the restrictive covenants contained in this Section 7 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction in its revised form for all purposes in the manner contemplated hereby.

Appears in 1 contract

Samples: Employment Agreement (Vishay Precision Group, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!