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 the Surviving Corporation (after giving effect to the transactions contemplated by the Merger) and each Principal Stockholder acknowledges that the Purchaser and the Surviving Corporation would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Purchaser in the event the covenants contained in Sections 1 and 2 were not complied with in accordance with their terms. The Principal Stockholders agree that any breach by such Principal Stockholder of any provision of Sections 1 or 2 shall entitle the Purchaser and, after the Closing, the Surviving Corporation to an injunction, specific performance 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 Purchaser and the Surviving Corporation. If any of the Principal Stockholders or any of their respective Affiliates, heirs and personal and legal representatives breaches the covenants set forth in Section 1, the one-year period from the Closing Date described therein during which such restrictions apply shall be extended for a period equal to the period that a court having jurisdiction has determined that such covenant has been breached. 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.

Continuing Obligations; Equitable Remedies. The restrictions set forth in Sections 1 8.1 and 2 8.2 are considered by the parties to be reasonable for the purposes of protecting the value of the business and goodwill of the Surviving Corporation (after giving effect to the transactions contemplated by the Merger) and each Principal Stockholder acknowledges that the Purchaser and the Surviving Corporation Purchased Assets. Purchaser, the Seller and the Principal Shareholders acknowledge that Purchaser and Xxxxxx would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Purchaser or Xxxxxx in the event the covenants contained in Sections 1 8.1 and 2 8.2 were not complied with in accordance with their terms. The Accordingly, the Seller and the Principal Stockholders Shareholders agree that any breach or threatened breach by such Principal Stockholder any of them of any provision of Sections 1 8.1 or 2 8.2 shall entitle the Purchaser and, after the Closing, the Surviving Corporation and Xxxxxx to an injunction, specific performance 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 Purchaser and the Surviving CorporationPurchaser. If the Seller or any of the Principal Stockholders or any of their respective Affiliates, heirs and personal and legal representatives Shareholders breaches the covenants covenant set forth in Section 18.1, the onerunning of the non-year compete period from the Closing Date described therein during which such restrictions apply shall be extended tolled for a period equal to the period that a court having jurisdiction has determined that so long as such covenant has been breachedbreach continues. It is the desire and intent of the parties that the provisions of Sections 1 8.1 and 2 8.2 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 8.1 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 8.1 or 2 8.2 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. In addition, if any party brings an action to enforce Sections 8.1 or 8.2 hereof or to obtain damages for a breach thereof, the prevailing party in such action shall be entitled to recover from the non-prevailing party all attorney’s fees and expenses incurred by the 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 the Surviving Corporation (after giving effect to the transactions contemplated by the Merger) and each Principal Stockholder acknowledges that the Purchaser and the Surviving Corporation Purchased Assets. Purchaser, the Seller and the Principal Shareholders acknowledge that Purchaser and Xxxxxx would be irreparably harmed and that monetary damages would not provide an adequate remedy to the 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. The Accordingly, the Seller and the Principal Stockholders Shareholders agree that any breach or threatened breach by such Principal Stockholder any of them of any provision of Sections 1 7.1 or 2 7.2 shall entitle the Purchaser and, after the Closing, the Surviving Corporation and Xxxxxx to an injunction, specific performance 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 Purchaser and the Surviving CorporationPurchaser. If the Seller or any of the Principal Stockholders or any of their respective Affiliates, heirs and personal and legal representatives Shareholders breaches the covenants covenant set forth in Section 17.1, the onerunning of the non-year compete period from the Closing Date described therein during which such restrictions apply shall be extended tolled for a period equal to the period that a court having jurisdiction has determined that so long as such covenant has been breachedbreach 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. 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 entitled to recover from the non-prevailing party all attorney's fees and expenses incurred by the prevailing party in such action.

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 the Surviving Corporation (after giving effect to the transactions contemplated by the Merger) and each Designated Officer/Director Principal Stockholder acknowledges that the Purchaser and the Surviving Corporation would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Purchaser in the event the covenants contained in Sections 1 and 2 were not complied with in accordance with their terms. The Designated Officer/Director Principal Stockholders agree that any breach by such Designated Officer/Director Principal Stockholder of any provision of Sections 1 or 2 shall entitle the Purchaser and, after the Closing, the Surviving Corporation to an injunction, specific performance 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 Purchaser and the Surviving Corporation. If any of the Designated Officer/Director Principal Stockholders or any of their respective Affiliates, heirs and personal and legal representatives breaches the covenants set forth in Section 1, the one-year period from the Closing Date Restricted Period described therein during which such restrictions apply shall be extended for a period equal to the period that a court having jurisdiction has determined that such covenant has been breached. 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.