Common use of Acknowledgments and Remedies Clause in Contracts

Acknowledgments and Remedies. (i) Executive acknowledges that the Company and its affiliates have (A) expended and will continue to expend substantial amounts of time, money and effort to develop business strategies, employee, customer and other relationships and goodwill to build an effective organization, and (B) a legitimate business interest in and right to protect their Confidential Information, goodwill and employee, customer and other relationships. (ii) Executive understands that the covenants contained in this Section 5 may limit Executive’s ability to earn a livelihood in a business similar to the business of the Company, and Executive represents that his experience and capabilities are such that he has other opportunities to earn a livelihood and adequate means of support for himself and his dependents. (iii) Any termination of (A) Executive’s employment, (B) the Employment Period or (C) this Agreement shall have no effect on the continuing obligations of Executive under this Section 5 or operation of this Section 5. (iv) Executive acknowledges that a violation by Executive of any of the covenants contained in this Section 5 would cause irreparable damage to the Companies in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, in addition to any other damages it is able to show, in the event of a material breach by Executive of any of the covenants contained in this Section 5, the Companies shall be entitled (without the necessity of showing economic loss or other actual damage) to (A) cease payment of the compensation and benefits contemplated by Section 4 to the extent not previously paid or provided (including ceasing vesting of outstanding equity awards), (B) the prompt return by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity awards that vested pursuant to Section 4 or the repayment of the value of any equity awards that vested pursuant to Section 4 that have been exercised or settled, as applicable) and (C) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in this Section 5 in addition to any other legal or equitable remedies they may have. The preceding sentence shall not be construed as a waiver of the rights that the Companies may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted. The Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 5(c) or (d), as applicable. In the event that a court of competent jurisdiction determines that any provision of this Section 5 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then, only as to enforcement of this Section 5 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.

Acknowledgments and Remedies. (i) Executive acknowledges that the Company and its affiliates have (A) expended and will continue to expend substantial amounts of time, money and effort to develop business strategies, employee, customer and other relationships and goodwill to build an effective organization, and (B) a legitimate business interest in and right to protect their Confidential Information, goodwill and employee, customer and other relationships. (ii) Executive understands that the covenants contained in this Section 5 may limit Executive’s ability to earn a livelihood in a business similar to the business of the Company, and Executive represents that his experience and capabilities are such that he has other opportunities to earn a livelihood and adequate means of support for himself and his dependents. (iii) Any termination of (A) Executive’s employment, (B) the Employment Period or (C) this Agreement shall have no effect on the continuing obligations of Executive under this Section 5 or operation of this Section 5. (iv) Executive acknowledges that a violation by Executive of any of the covenants contained in this Section 5 would cause irreparable damage to the Companies in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, in addition to any other damages it is able to show, in the event of a material breach by Executive of any of the covenants contained in this Section 5, the Companies shall be entitled (without the necessity of showing economic loss or other actual damage) to (A) cease payment of the compensation and benefits contemplated by Section 4 to the extent not previously paid or provided (including ceasing vesting of outstanding equity awards), (B) the prompt return by Executive of any portion of such compensation and the value of such benefits previously paid or provided (including forfeiture of any equity awards that vested pursuant to Section 4 or the repayment of the value of any equity awards that vested pursuant to Section 4 that have been exercised or settled, as applicable) and (C) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in this Section 5 in addition to any other legal or equitable remedies they may have. The preceding sentence shall not be construed as a waiver of the rights that the Companies may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted. The Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is in violation of the provisions of Section Sections 5(c) or (d), as applicable. In the event that a court of competent jurisdiction determines that any provision of this Section 5 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then, only as to enforcement of this Section 5 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.