Common use of Continuing Obligations; Equitable Remedies Clause in Contracts

Continuing Obligations; Equitable Remedies. The restrictions set forth in Sections 1 and 2 are considered by the parties to be reasonable for the purposes of protecting the value of the business and goodwill of GMP. The Seller acknowledges that the Company would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company in the event the covenants contained in Sections 1 and 2 were not complied with in accordance with their terms. Accordingly, the Seller agrees that any breach by him of any provision of Sections 1 or 2 shall entitle the Company to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies (including damages) which may be available to the Company. If the Seller or any of its respective Affiliates breaches the covenant set forth in Section 1, the running of the Restricted Period described therein shall be tolled for so long as such breach continues. It is the desire and intent of the parties that the provisions of Sections 1 and 2 be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of Section 1 or 2 relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, as the case may be, the time period, scope of activities or geographic area shall be reduced to the maximum which such court deems enforceable. If any provisions of Section 1 or 2 other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties. The Seller agrees that it will be responsible for any breach of this Agreement by it or its Affiliates or any of their respective employees, agents or others under their control.

Continuing Obligations; Equitable Remedies. The restrictions set forth in Sections 1 6.10 and 2 6.11 are considered by the parties to be reasonable for the purposes of protecting the value of the business and goodwill of GMPthe Business. The Seller acknowledges Buyer and the Sellers acknowledge that the Company Buyer would be irreparably harmed harmed, and that monetary damages would not provide an adequate remedy to the Company Buyer, in the event that the covenants contained in Sections 1 6.10 and 2 6.11 were not complied with in accordance with their terms. Accordingly, the Seller agrees Sellers agree that any breach or threatened breach by him either of them of any provision of Sections 1 Section 6.10 or 2 Section 6.11 shall entitle the Company Buyer to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies (including damages) which may be available to the CompanyBuyer. If the Seller or any of its respective Affiliates breaches Sellers breach the covenant set forth in Section 16.11, the running of the Restricted Period described therein shall be tolled for so long as such breach continues. It is the desire and intent of the parties that the provisions of Sections 1 6.10 and 2 6.11 be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of Section 1 or 2 Sections 6.10 and 6.11 relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, as the case may be, then the time period, scope of activities or geographic area shall be reduced to the maximum which such court deems enforceable. If any provisions of Section 1 6.10 or 2 Section 6.11 other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, then the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such a manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties. The Seller agrees that it will In addition, if any party brings an action to enforce Section 6.10 or Section 6.11 hereof or to obtain damages for a breach thereof, the prevailing party in such action shall be responsible for any breach of this Agreement entitled to recover from the non-prevailing party all reasonable attorney's fees and expenses incurred by it or its Affiliates or any of their respective employees, agents or others under their controlthe prevailing party in such action.

Continuing Obligations; Equitable Remedies. The restrictions set forth in Sections 1 7.1 and 2 7.2 are considered by the parties to be reasonable for the purposes of protecting the value of the business and goodwill of GMPthe Purchaser and the Company. The Seller acknowledges Sellers acknowledge that Xxxxxx and the Company Purchaser would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company Purchaser or Xxxxxx in the event the covenants contained in Sections 1 7.1 and 2 7.2 were not complied with in accordance with their terms. Accordingly, the Seller agrees Sellers agree that any breach or threatened breach by him any of them of any provision of Sections 1 7.1 or 2 7.2 shall entitle the Company Purchaser and Xxxxxx to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies (including damages) which may be available to the CompanyPurchaser. If the Seller or any of its respective Affiliates breaches Sellers breach the covenant set forth in Section 17.1, the running of the Restricted Period non-compete period described therein shall be tolled for so long as such breach continues. It is the desire and intent of the parties that the provisions of Sections 1 7.1 and 2 7.2 be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of Section 1 or 2 7.1 relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, as the case may be, the time period, scope of activities or geographic area shall be reduced to the maximum which such court deems enforceable. If any provisions of Section 1 7.1 or 2 7.2 other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties. The Seller agrees that it will In addition, if any party brings an action to enforce Sections 7.1 or 7.2 hereof or to obtain damages for a breach thereof, the prevailing party in such action shall be responsible for any breach of this Agreement entitled to recover from the non-prevailing party all attorney's fees and expenses incurred by it or its Affiliates or any of their respective employees, agents or others under their controlthe prevailing party in such action.

Continuing Obligations; Equitable Remedies. The restrictions set forth in Sections 1 7.1 and 2 7.2 are considered by the parties to be reasonable for the purposes of protecting the value of the business and goodwill of GMPPurchaser and the Purchased Assets. The Purchaser, Seller acknowledges and Seller Parent acknowledge that the Company Purchaser would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company Purchaser in the event the covenants contained in Sections 1 7.1 and 2 7.2 were not complied with in accordance with their terms. Accordingly, the Seller agrees and Seller Parent agree that any breach or threatened breach by him any of them of any provision of Sections 1 7.1 or 2 7.2 shall entitle the Company Purchaser to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies (including damages) which may be available to the CompanyPurchaser. If the Seller, Seller Parent or any of its respective Affiliates breaches the covenant set forth in Section 17.1, the running of the Restricted Period non-compete period described therein shall be tolled for so long as such breach continues. It is the desire and intent of the parties that the provisions of Sections 1 7.1, and 2 7.2 be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of Section 1 or 2 7.1 relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, as the case may be, the time period, scope of activities or geographic area shall be reduced to the maximum which such court deems enforceable. If any provisions of Section 1 7.1 or 2 7.2 other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties. The Seller agrees that it will In addition, if any party brings an action to enforce Sections 7.1 or 7.2 hereof or to obtain damages for a breach thereof, the prevailing party in such action shall be responsible for any breach of this Agreement entitled to recover from the non-prevailing party all attorney’s fees and expenses incurred by it or its Affiliates or any of their respective employees, agents or others under their controlthe prevailing party in such action.

Continuing Obligations; Equitable Remedies. The restrictions set forth in Sections 1 7.1 and 2 7.2 are considered by the parties to be reasonable for the purposes of protecting the value of the business and goodwill of GMPthe Company, the Purchaser and AHI. The Seller acknowledges AHI, Purchaser and each of the Sellers acknowledge that the Company Purchaser and AHI would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company Purchaser and AHI in the event that the covenants contained in Sections 1 7.1 and 2 7.2 were not complied with in accordance with their terms. Accordingly, the Seller agrees Sellers agree that any breach or threatened breach by him any of them of any provision of Sections 1 or 2 7.1 and 7.2 shall entitle the Company Purchaser to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies (including damages) which may be available to the CompanyPurchaser. If the Seller or any of its respective Affiliates breaches Sellers breach the covenant set forth in Section 17.2, the running of the Restricted Period five (5) year non-compete period described therein shall be tolled for so long as such breach continues. It is the desire and intent of the parties that the provisions of Sections 1 7.1 and 2 7.2 be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of Section 1 or 2 Sections 7.1 and 7.2 relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, as the case may be, the time period, scope of activities or geographic area shall be reduced to the maximum which extent that such court deems enforceable. If any provisions of Section 1 Sections 7.1 or 2 7.2 other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties. The Seller agrees that it will In addition, if any party brings an action to enforce Sections 7.1 or 7.2 hereof or to obtain damages for a breach thereof, the prevailing party in such action shall be responsible for any breach of this Agreement entitled to recover from the non-prevailing party all attorney's fees and expenses incurred by it or its Affiliates or any of their respective employees, agents or others under their controlthe prevailing party in such action.

Continuing Obligations; Equitable Remedies. The restrictions set forth in Sections 1 7.6 and 2 7.7 are considered by the parties to be reasonable for the purposes of protecting the value of the business and goodwill of GMPthe Seller, the Companies, the Company Subsidiaries, AHI, and the Purchaser. The AHI and Purchaser and the Seller acknowledges acknowledge that the Company Seller, AHI, and the Purchaser would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company aggrieved party in the event the covenants contained in Sections 1 7.5, 7.6 and 2 7.7 were not complied with in accordance with their terms. Accordingly, the Seller agrees Seller, on the one hand, and AHI and the Purchaser on the other, agree that any breach or threatened breach by him any of them of any provision of Sections 1 7.5, 7.6 or 2 7.7 shall entitle the Company other to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies (including damages) which may be available to the Companyavailable. If the Seller or any of its respective Affiliates breaches the covenant set forth in Section 17.6, the running of the Restricted Period five (5) year non-compete period described therein shall be tolled for so long as such breach continues. It is the desire and intent of the parties that the provisions of Sections 1 7.5, 7.6, and 2 7.7 be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of Section 1 or 2 Sections 7.5 and 7.6 relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, as the case may be, the time period, scope of activities or geographic area shall be reduced to the maximum which such court deems enforceable. If any provisions of Section 1 7.6 or 2 7.7 other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties. The Seller agrees that it will In addition, if any party brings an action to enforce Sections 7.3, 7.5, 7.6 or 7.7 hereof or to obtain damages for a breach thereof, the prevailing party in such action shall be responsible for any breach of this Agreement entitled to recover from the non-prevailing party all attorney's fees and expenses incurred by it or its Affiliates or any of their respective employees, agents or others under their controlthe prevailing party in such action.