Common use of Covenants Are Independent Elements Clause in Contracts

Covenants Are Independent Elements. The parties acknowledge that the restrictive covenants contained in this Section 4 are essential independent elements of this Agreement and that, but for Executive agreeing to comply with them, NMHC would not employ or continue to employ Executive. Accordingly, the existence or assertion of any claim by Executive against NMHC, whether based on this Agreement or otherwise, shall not operate as a defense to NMHC’s enforcement of the restrictive covenants in this Section 4. An alleged or actual breach of the Agreement by NMHC will not be a defense to enforcement of the provisions of this Section 4 or other obligations of Executive to NMHC. The covenants in this Section 4 will remain in full force and effect whether Executive is terminated by NMHC for any reason or voluntarily resigns. Notwithstanding anything to the contrary contained in this Agreement, in the event that (i) NMHC shall fail to timely make any payment of Severance Compensation or Change in Control Compensation due hereunder; (ii) there is no good faith dispute regarding whether such payment is owed; and (iii) such failure is not cured within ten (10) days after receipt by NMHC of written notice of such failure from Executive, then the restrictions set forth in Sections 4.1 and 4.2 shall no longer be binding on Executive and NMHC acknowledges and agrees that, in such event, it shall not be relieved of its obligations to pay the Severance Compensation or Change in Control Compensation due hereunder and Executive shall have the right to pursue all applicable remedies to obtain payment of all amounts due hereunder, notwithstanding the non-binding nature of the provisions of Section 4.1 and 4.2.