Acknowledgment and remedies Sample Clauses

Acknowledgment and remedies. The Participant acknowledges and agrees that the provisions of this section 14 have been negotiated and carefully determined to be reasonable and necessary for the protection of Middlefield’s legitimate business interests. The Participant acknowledges and agrees that a violation of section 14 is likely to cause immediate and irreparable harm to Middlefield, requiring injunctive relief. If a breach or threatened breach by the Participant of any provision of this Stock Award Agreement occurs, Middlefield and its successors and assigns may without bond obtain an injunction restraining the Participant from violating the terms of this Stock Award Agreement, and also may institute an action against the Participant to recover damages from the Participant for the breach. These remedies for default or breach are in addition to any other remedy or form of redress provided under Ohio law. The parties acknowledge that the provisions of this section 14 survive termination of the employment relationship and are enforceable by Middlefield and its successors and assigns. The parties agree that if any of the provisions of this section 14 are deemed unenforceable by a court of competent jurisdiction, the unenforceable provisions may be stricken as independent clauses by the court in order to enforce the remaining territory restrictions and that the intent of the parties is to afford the broadest restriction on post-employment activities as set forth in this Stock Award Agreement. If Middlefield initiates legal action to enforce the provisions of this section 14 or to recover damages for the Participant’s violation of section 14 and if as a result of that legal action the Participant is held to have violated this section 14, the Participant must reimburse Middlefield for reasonable costs for enforcement of this section 14, including but not limited to attorneys’ fees.
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Acknowledgment and remedies. 9.1 The Executive agrees that the covenants contained in Sections 5 through 8 of this Agreement are of the essence of this Agreement; that each of the covenants is reasonable and necessary to protect the business, interests and properties of the Employer; and that irreparable loss and damage will be suffered by the Employer should the Executive breach any of the covenants. Therefore, the Executive agrees and consents that, in addition to all the remedies provided by law or in equity, the Employer will be entitled to a temporary restraining order and temporary and permanent injunctions to prevent a breach or contemplated breach of any of the covenants. The Employer and the Executive agree that all remedies available to the Employer or the Executive, as applicable, will be cumulative. The Executive further acknowledges and agrees to the reasonableness of the covenants in Sections 5 through 8, including with respect to the geographic area and duration of time which are a part of said covenant. It is the express intent of the Parties that the Area as defined herein is the area where the Executive performs or performed services on behalf of the Employer under this Agreement as of, or within a reasonable time prior to, the termination of the Executive’s employment hereunder. The Executive also acknowledges and agrees that this covenant will not impair the Executive from becoming gainfully employed, or otherwise earning a livelihood following termination of employment with Employer. The Executive also acknowledges and agrees that this Agreement is supported by adequate consideration through Executive’s employment or continued employment with Employer pursuant to this Agreement, and the benefits hereunder. The Employer would not have entered into this Agreement or agreed to share the Confidential Information with Executive if Executive did not agree to the covenants in Sections 5 through 8.
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Acknowledgment and remedies. In executing this Agreement, Employee does not rely on any inducements, promises or representations of the Company, or its officers or directors, other than the terms and conditions specifically set forth in this Agreement. Employee further acknowledges that the statements herein are true and correct; that Employee has read and understands all of the terms of this Agreement; that the Company’s offer of employment or continuing employment and/or participation in the Incentive Plan constitutes adequate consideration for Employee’s obligations hereunder and for the covenants set forth above. Employee acknowledges that failure to comply with Sections 2 through 5 will cause irreparable damage to the Company. Therefore, Employee agrees that, in addition to any other remedies at law or in equity available to the Company for Employee’s breach or threatened breach of this Agreement, the Company is entitled to specific performance or injunctive relief against Employee to prevent such damage or breach, without bond. In addition, in the event of a breach or a violation of any of the covenants or provisions of Sections 2 through 5 of this Agreement, the Employee shall be obligated to repay to the Company any amounts received under any Incentive Plan and shall forfeit all rights to future payments or benefits under such Plan. In the event of a breach or a violation by Employee of any of the covenants and provisions of Sections 2 through 5 of this Agreement, the running of the non-compete period set forth in Section 4.1 and the period of restriction on the use of the Company name and solicitation of clients and employees set forth in Section 5 (but not of Employee’s obligation thereunder), shall be tolled during the period of the continuance of any actual breach or violation thereof.
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Acknowledgment and remedies. Executive acknowledges and agrees that the provisions of this Section 8 have been negotiated and carefully determined to be reasonable and necessary for the protection of MBC’s legitimate business interests. Executive acknowledges and agrees that a violation of this Section 8 is likely to cause immediate and irreparable harm to MBC, requiring injunctive relief. If a breach or threatened breach by Executive of any provision of this Release occurs, MBC and its successors and assigns may without bond obtain an injunction restraining Executive from violating the terms of this Release, and also may institute an action against Executive to recover damages from Executive for the breach. These remedies for default or breach are in addition to any other remedy or form of redress provided under Ohio law. The Parties acknowledge that the provisions of this Section 8 are enforceable by MBC and its successors and assigns. The Parties agree that if any of the provisions of this Section 8 are deemed unenforceable by a court of competent jurisdiction, the unenforceable provisions may be stricken as independent clauses by the court in order to enforce the remaining territory restrictions and that the intent of the Parties is to afford the broadest restriction on post-employment activities as set forth in this Release. If MBC initiates legal action to enforce the provisions of this Section 8 or to recover damages for Executive’s violation of this Section 8 and if as a result of that legal action Executive is held to have violated this Section 8, Executive must reimburse MBC for reasonable costs for enforcement of this Section 8, including but not limited to attorneys’ fees.
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Related to Acknowledgment and remedies

  • Waiver and Remedies The parties may (a) extend the time for performance of any of the obligations or other acts of any other party to this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party to this Agreement contained in this Agreement or in any certificate, instrument or document delivered pursuant to this Agreement or (c) waive compliance with any of the covenants, agreements or conditions for the benefit of such party contained in this Agreement. Any such extension or waiver by any party to this Agreement will be valid only if set forth in a written document signed on behalf of the party or parties against whom the waiver or extension is to be effective. No extension or waiver will apply to any time for performance, inaccuracy in any representation or warranty, or noncompliance with any covenant, agreement or condition, as the case may be, other than that which is specified in the written extension or waiver. No failure or delay by any party in exercising any right or remedy under this Agreement or any of the documents delivered pursuant to this Agreement, and no course of dealing between the parties, operates as a waiver of such right or remedy, and no single or partial exercise of any such right or remedy precludes any other or further exercise of such right or remedy or the exercise of any other right or remedy. Any enumeration of a party’s rights and remedies in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

  • Enforcement and Remedies Executive acknowledges that money damages would not be sufficient remedy for any breach of this Article 6 by Executive, and Company shall be entitled to enforce the provisions of this Article 6 by terminating any payments then owing to Executive under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 6, but shall be in addition to all remedies available at law or in equity to Company, including, without limitation, the recovery of damages from Executive and Executive’s agents involved in such breach and remedies available to Company pursuant to other agreements with Executive.

  • Defaults and Remedies Section 6.01.

  • Termination and Remedies Provided no TO is outstanding and remains to be performed by either party, this Agreement may be terminated by either party upon 30 days prior written notice to the other party. Any TO may be terminated under the following circumstances: by both Parties on mutual written agreement of the Parties; by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under the Additional Terms; by either Party due to the non-terminating Party’s breach of this Agreement and failure to correct such breach within 15 days prior notice of such breach; be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this Agreement; or by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, in which case Mercy Corps may withhold any and all amounts owed to Contractor until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breach, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will be obligated to pay Contractor for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, terminate this Agreement.

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