Common use of Additional Remedies Clause in Contracts

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or B, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 6 contracts

Samples: Restricted Stock Unit Agreement (Verizon Communications Inc), Restricted Stock Unit Agreement (Verizon Communications Inc), Restricted Stock Unit Agreement (Verizon Communications Inc)

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Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BB to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 5 contracts

Samples: Performance Stock Unit Agreement (Verizon Communications Inc), Performance Stock Unit Agreement (Verizon Communications Inc), Performance Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or Band B to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 5 contracts

Samples: Performance Stock Unit Agreement (Verizon Communications Inc), Performance Stock Unit Agreement (Verizon Communications Inc), Performance Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BB to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 4 contracts

Samples: Restricted Stock Unit Agreement (Verizon Communications Inc), Restricted Stock Unit Agreement (Verizon Communications Inc), Restricted Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BObligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 3 contracts

Samples: Performance Stock Unit Agreement, Performance Stock Unit Agreement (Verizon Communications Inc), Performance Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Covenants; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Such Covenants shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, such Covenants shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreementsuch Covenants, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Covenants, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 3 contracts

Samples: Performance Stock Unit Agreement (Verizon Communications Inc), Performance Stock Unit Agreement (Cellco Partnership), Performance Stock Unit Agreement (Cellco Partnership)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Covenants; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Such Covenants shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, such Covenants shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreementsuch Covenants, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Covenants, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 3 contracts

Samples: Restricted Stock Unit Agreement (Verizon Communications Inc), Restricted Stock Unit Agreement (Cellco Partnership), Restricted Stock Unit Agreement (Cellco Partnership)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Verizon Communications Inc), Special Restricted Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or Band B to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 2 contracts

Samples: Special Performance Restricted Stock Unit Agreement (Verizon Communications Inc), Special Performance Restricted Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations Obligations and the restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations Obligations and restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations or the Non-Competition Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A Obligations or Bof the Non-Competition Obligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations Obligations and restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of Obligations or the Participant’s nonNon-competition, non-solicitation or confidentiality restrictions, Competition Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations or the Non-Competition Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Verizon Communications Inc), Restricted Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 arbitration of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant Optionee for Cause or to involuntarily terminate the Participant without Cause), the Participant Optionee acknowledges thatthat — (a) The Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant Optionee has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit A; (c) When the ParticipantOptionee’s employment with the Company or any Related Company terminates, the Participant Optionee shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionssaid restrictive covenants; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant Optionee of any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The ParticipantOptionee’s breach of any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the ParticipantOptionee’s immediate forfeiture of the Option and all rights and benefits, including all RSUs and DEUs, benefits with respect thereto under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreementthe Option) that may result from the breach of such Participant obligations and restrictions restrictive covenants, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this AgreementSection 15 above, but shall instead be determined in a court of competent jurisdictionjurisdiction located in the Dallas County, Texas.

Appears in 2 contracts

Samples: Stock Option Award Agreement (Idearc Inc.), Stock Option Award Agreement (Idearc Inc.)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and or any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BObligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement, Restricted Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations Obligations and the restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations Obligations and restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations or the Non-Competition Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A Obligations or Bof the Non-Competition Obligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations Obligations and restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of Obligations or the Participant’s nonNon-competition, non-solicitation or confidentiality restrictions, Competition Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations or the Non-Competition Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 2 contracts

Samples: Performance Stock Unit Agreement (Verizon Communications Inc), Performance Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BObligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 24 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—that- (a) The Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Covenants; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs Performance Units and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Covenants, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 24 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Performance Unit Agreement (Idearc Inc.)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—that – (a) The Participant’s obligations Obligations and the restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations Obligations and restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations or the Non-Competition Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A Obligations or Bof the Non-Competition Obligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations Obligations and restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of Obligations or the Participant’s nonNon-competition, non-solicitation or confidentiality restrictions, Competition Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations or the Non-Competition Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or B, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-non- competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 arbitration of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—that- (a) The Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and Exhibit B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit B; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit B; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and Exhibit B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionssaid restrictive covenants; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A or Exhibit B, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and Exhibit B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and Exhibit B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefitsbenefits of the Award, including all RSUs PSUs, Restricted Shares and DEUsdividend equivalent restricted stock units, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit B, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits Award under this Agreement) that may result from the breach of such Participant obligations and restrictions restrictive covenants, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this AgreementSection 16 above, but shall instead be determined in a court of competent jurisdictionjurisdiction located in the Dallas County, Texas.

Appears in 1 contract

Samples: 2008 Long Term Incentive Award Agreement (Idearc Inc.)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BB to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 foregoing provisions of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BObligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement;; and (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUsUnits, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Founders’ Grant Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in In addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth covenants incorporated in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill good will and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth covenants incorporated in Exhibits A and B to this AgreementExhibit A; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth covenants incorporated in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth covenants incorporated in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese covenants; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth covenants incorporated in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Such covenants shall continue to apply after any expiration, termination, or cancellation of this Agreement;; and (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, such covenants shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from . By executing this page, the breach undersigned Participant agrees to be bound by the terms of such Participant obligations the 2001 Verizon Communications Inc. Long-Term Incentive Plan and restrictions shall not be subject the Performance Stock Unit Agreement (2003-05 Award Cycle), the terms of which are incorporated herein by reference, in connection with the following grant to the dispute resolution proceduresParticipant under the Plan: IN WITNESS WHEREOF, including arbitrationVerizon Communications Inc., by its duly authorized Officer, and the Participant have executed this Agreement. VERIZON COMMUNICATIONS INC. By: Xxxx X. Xxxxxx Executive Vice President - Human Resources Participant Date Please indicate your acceptance by signing above and returning the signed Agreement to the Compensation and Executive Benefits Department at 1095 Avenue of paragraph 25 the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 within thirty business days of your receipt of this Agreement, but shall instead be determined in a court of competent jurisdiction.. Attachment: Exhibit A - Covenant

Appears in 1 contract

Samples: Performance Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding (a) Enforcement of the dispute resolution proceduresDeclaration, By-Laws of the Association, and the Regulations in addition to any other remedy set out herein, may be carried out by the Developer, the Association, When Empowered, or the Owner through any proceeding at law or in equity against any person or persons violating or attempting to violate any covenant or restriction in the Declaration, By-Laws, or Regulations established by the Developer or the Association, When Empowered, either to prevent or restrain violations, to recover damages or to compel a compliance to the terms thereof. Any failure by the Developer, the Association, When Empowered, or any Owner to enforce any covenant or restriction herein contained or contained in the Declaration or By-Laws or to enforce any of the Regulations shall in no event be deemed a waiver of a right to do so thereafter. In addition to the foregoing, the Developer or the Board of Directors of the Association, When Empowered, shall have the right wherever there shall have been built on any Lot or Area of Extended Lot Owner Responsibility any Structure which is in violation of the Declaration, Architectural Guidelines or Regulations to enter upon the Lot or Area of Extended Lot Owner Responsibility where such violation exists and summarily xxxxx or remove the same at the expense of the Owner, including arbitrationwithout limitation the right to cease current construction and enjoin further construction, if after written notice of such violation, it shall not have been corrected by the Owner within the time required by the notice of violation. Any such entry and abatement or removal shall not be deemed a trespass. (b) The Developer or the Association, When Empowered, may, in addition to any other remedy, suspend the Common Area enjoyment rights of any Owner, their family members, lessees, invitees, licensees, employees or guest, or any of their pets or animals, for an appropriate period of time to be determined on a case by case basis by the Developer or the Board of Directors, When Empowered, for any non-compliance with the provisions of this Declaration, the By-Laws or of the Regulations. The right, however, of paragraph 25 a Member to ingress and egress over the roads and/or parking areas shall not be suspended if they provide necessary access to their Lot. (c) The Owner grants to the Developer and the Association the right and permission to enter the Lot to remove or correct any violation of the Declaration, by-Laws or Regulations, including but not limited to, the maintenance of Lots, Areas of Extended Lot Owner Responsibility or any Structure (as defined in Article I, Section 1) thereon, and the removal of abandoned automobiles from any portion of the Property considered by the Board of Directors to be in violation with the Regulations, Declaration, By- Laws or to be a nuisance. (d) In addition to the remedies outlined in the Article, the Developer or the Association, When Empowered, may, but shall not be required to, enter upon any Lot(s), Area of Extended Lot Owner Responsibility or Common Area, seize and either deliver to the animal control authority at the Owner’s cost, any pet or other animal that is not in compliance with the Declaration, By- Laws, or the Regulations or to be a nuisance. Notice of non-compliance shall be given to any Owner whose pets or animals are not in compliance, except when said non-compliance creates and emergency as determined by the Developer or the Board of Directors of the Association, When Empowered. The departure, while not under the restraint of a leash, of any pet or other animal from the Lot of its Owner, shall immediately constitute an emergency and there shall be no requirement for notice to be given. (e) In addition to the remedies outlined above in this AgreementArticle, the Developer, or Association, When Empowered, shall have the right to arrange for the removal, at the Owners expense, any vehicle that is parked in violation of the Declaration or Regulations after notice to the Owner of the Lot on or beside which the vehicle is parked. Notice of non-compliance shall be given to any Owner where the parking of a vehicle or vehicles, except when said non- compliance creates an emergency as determined by the Developer or the Board of Directors of the Association, When Empowered. The parking of a vehicle which impedes the passage of any emergency vehicle or school bus, shall immediately constitute and emergency and there shall be no requirement for notice to be given. (f) In addition to the remedies outlined above in this Article, the Developer, or the Association, When Empowered, shall have the right to deny any and all services provided by the Association to its Members, including without limitation review and/or approval of architectural plans by the Architectural Control Authority, to those Members who are not in compliance with the terms of the Declaration, the By-Laws, the Architectural Guidelines, or the Regulations, including without limitation those Members who owe past due Assessments, until such time as the Member comes back into compliance in the sole discretion of the Developer, or the Board of Directors, When Empowered. (g) With regard to Owners of multiple Lots in the Community, including without limitation builders, and in addition to any other rights or remediesthe remedies outlined above in this Article, whether legal, equitablethe Developer, or otherwisethe Association, that each When Empowered, shall have the right to apply delinquent Assessment amounts owed no one or more of the parties Owner’s Lots to this Agreement may have (including the right Association’s all-encompassing lien over all the Lots in the Community owned by that Owner, and the Developer and the Association, When Empowered, shall possess all the rights and powers of remedying delinquent Assessments and enforcing its continuing lien on the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions Lots as set forth in Exhibits A the provisions of this Declaration. The Association’s all- encompassing lien over said Lots shall not be released on the Individual Lots it covers until any and B to this Agreement are essential to all Assessment delinquencies for all the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited Owner’s Lots have been remedied by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (c) Owner, unless otherwise authorized by the Developer or the Association, When the Participant’s employment with the Company or any Related Company terminatesEmpowered. If such a lot is sold without payment of its delinquent assessments, the Participant shall be able Association may apply that delinquent amount to earn a livelihood without violating any of the Participantits all-encompassing lien over that Owner’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (d) Irreparable damage to the Company or any Related Company shall result remaining Lots in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or B, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; andCommunity. (h) All disputes relating to costs incurred by the Participant’s obligations and restrictions set forth Developer (in Exhibits A and B to its capacity as a Class “B” Member) or the Association, When Empowered, as a result of any violation(s) of any provision of this AgreementDeclaration, the Architectural Guidelines or the Regulations, including their interpretation without limitation all costs of collection and enforceability attorney’s fees, shall be a lien upon the affected property and any damages (including but not limited to damages resulting in personal obligation of the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdictionapplicable Owner.

Appears in 1 contract

Samples: Declaration of Covenants, Conditions, Restrictions, Easements, Charges and Liens

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Performance Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Covenants; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Covenants, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Verizon Communications Inc)

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Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—that – (a) The Participant’s obligations Obligations and the restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations Obligations and restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations or the Non-Competition Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A Obligations or Bof the Non-Competition Obligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations Obligations and restrictions set forth in Exhibits A and B to this Agreement the Non-Competition Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of Obligations or the Participant’s nonNon-competition, non-solicitation or confidentiality restrictions, Competition Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations or the Non-Competition Obligations, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations or the Non-Competition Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Performance Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—that- (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BB to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Performance Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding If any Event of Default occurs and is continuing, the dispute resolution proceduresAgent may, including arbitrationor, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each at the request of the parties to this Agreement may have (including the right Lenders shall, take any or all of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—following actions: (a) The Participant’s obligations and restrictions set forth charge the Default Rate on the Obligations in Exhibits A and B addition to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Companyinterest otherwise payable thereon; (b) The Participant has broad-based skills that will serve as terminate the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementCommitments; (c) When upon five (5) Business Days’ written notice to the Participant’s employment with Borrower and the Company Agent from the Lenders, in their sole and absolute discretion, subject to the Financing Orders, the automatic stay of Section 362 of the Bankruptcy Code shall be terminated without order of the Bankruptcy Court, without the need for filing any motion for relief from the automatic stay or any Related Company terminatesother pleading, for the Participant shall be able purpose of permitting the Lenders to earn a livelihood without violating do any of the Participant’s following: (A) direct the Agent to foreclose on the Collateral, (B) enforce all of their rights under the Facility Guaranty, (C) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and restrictions set forth in Exhibits A under the other Loan Documents), shall become due and B to this Agreement;payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Loan Party; and (d) Irreparable damage whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to Secured Parties under this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of Agreement, any of the Participant’s obligations and restrictions set forth other Loan Documents or applicable Law, including, but not limited to, by suit in Exhibits A or Bequity, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond action at law or other security appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Secured Parties. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be required cumulative and shall be in connection therewith; (f) The Participant’s obligations and restrictions set forth addition to every other remedy given hereunder or now or hereafter existing at law or in Exhibits A and B equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to this Agreement shall continue do so in writing by Agent, take or cause to apply after be taken any expirationaction, terminationincluding, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or cancellation of this Agreement; (g) The Participant’s breach of otherwise enforce any security interest in, or other rights to, any of the Participant’s obligations and restrictions set forth in Exhibits A and B Collateral. Each Loan Party hereby grants to this Agreement, including, for example, any breach of the Participant’s non-competitionAgent an irrevocable, non-solicitation exclusive license or confidentiality restrictionsother right to use, shall result in license or sub-license (without payment of royalty or other compensation to any Person), exercisable only during the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture continuance of an award Event of Default, all other property and to occupy all Real Estate owned or benefits under this Agreement) that leased by such Loan Party, wherever the same may result from be located, and such license shall include access to all media in which any of the breach of such Participant obligations licensed items may be recorded or stored and restrictions shall not be subject to all computer programs used for the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdictioncompilation or printout hereof.

Appears in 1 contract

Samples: Secured Priming Delayed Draw Term Loan Debtor in Possession Credit Agreement (Endologix Inc /De/)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Performance Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Covenants; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Covenants in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Covenants in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth Covenants in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Covenants, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Performance Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—that- (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BB to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdictionjurisdiction .

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Performance Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding Franchise Owners and Owners acknowledge and agree that the dispute resolution procedures, including arbitration, covenants and agreements contained in Sections 7.11 and 7.12 are of paragraph 25 the essence of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, ; that each of such covenants is reasonable and necessary to protect and preserve the parties to this Agreement may have (including trade secrets and the right legitimate business interests of the Company to terminate the Participant for Cause Roadhouse; that irreparable harm, loss and damage that cannot be remedied in damages in an action at law will be suffered by Roadhouse should Franchise Owners or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating Owners breach any of the Participant’s obligations covenants and restrictions set forth agreements contained in Exhibits A and B to this Agreement; (d) Irreparable damage to the Company or any Related Company shall result in the event those Sections; that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any such covenant and agreement may constitute an infringement of Roadhouse’s rights in and to the trade secrets; that each of such Participant obligations covenants or agreements is separate, distinct and restrictions; (e) If severable not only from the other of such covenants and agreements but also from the other and remaining provisions of this Agreement; and that, in addition to other rights and remedies available to it as a matter of law or equity, Roadhouse shall be entitled to an immediate temporary injunction and also to a permanent injunction to prevent a breach or contemplated breach by any dispute arises concerning the violation of Franchise Owners or anticipated or threatened violation by the Participant Owners of any of such covenants or agreements. Franchise Owners and Owners has each carefully read and considered the Participant’s obligations terms and restrictions set forth in Exhibits A or B, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation provisions of this Agreement; (g) The ParticipantSection and agree that the restrictions are fair and reasonable and are reasonably necessary for the protection of the trade secrets and the legitimate business interests of Roadhouse, including Roadhouse’s breach of goodwill and substantial relationships with customers. In the event any of the Participant’s obligations restrictions contained in those sections are to be held unenforceable as over broad, overlong, not reasonably necessary to protect the legitimate business interests of Roadhouse, or for any other reason, the parties agree that the court shall modify such restriction and restrictions grant the relief necessary to protect such interests. As so modified, such restriction shall be as fully enforceable as if it had been set forth in Exhibits A and B to this Agreement, including, for example, any breach herein by the parties. It is the intent of the Participant’s non-competition, non-solicitation or confidentiality parties that the court in so establishing substitute restrictions, shall result in recognize that the Participant’s immediate forfeiture of all rights parties hereto desire that the described restrictions be imposed and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating maintained to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdictionmaximum lawful extent.

Appears in 1 contract

Samples: Member Interest Purchase Agreement (Texas Roadhouse, Inc.)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—that – (a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Special Performance Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that—that – (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or Band B to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Performance Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Performance Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and or any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth Obligations in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth Obligations in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Verizon Communications Inc)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 arbitration of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant Executive for Cause or to involuntarily terminate the Participant without Cause), the Participant Executive acknowledges that: (a) The Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits Exhibit A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant Executive has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit A; (c) When the ParticipantExecutive’s employment with the Company or any Related Company terminates, the Participant Executive shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit A; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits Exhibit A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictionssaid restrictive covenants; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant Executive of any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A or BExhibit A, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits Exhibit A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The ParticipantExecutive’s breach of any of the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits Exhibit A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the ParticipantExecutive’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, benefits of the award under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth restrictive covenants contained in Exhibits A and B to this AgreementExhibit A, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an the award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions restrictive covenants, shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this AgreementSection 8 above, but shall instead be determined in a court of competent jurisdictionjurisdiction located in the Dallas County, Texas.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Idearc Inc.)

Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges thatthat — (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations are not specifically enforced and that monetary damages will not adequately protect the Company and or any Related Company from a breach of any of such Participant obligations and restrictionsthese Participant’s Obligations; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or BObligations, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement Obligations shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, Obligations shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this AgreementObligations, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions Participant’s Obligations shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction.

Appears in 1 contract

Samples: Performance Stock Unit Agreement (Verizon Communications Inc)

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