Enforceability and Remedies. 6.1 You agree that the restrictions on, and other provisions relating to, your activities contained in this Agreement are fully reasonable and necessary to protect the goodwill, Confidential Information and other legitimate business interests of the Company. You also acknowledge and agree that, were you to breach the provisions of this Agreement, the harm to the Company would be irreparable. You therefore agree that in the event of such breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach without having to post bond, and will additionally be entitled to an award of attorneys’ fees incurred in connection with securing any of its rights under Sections 4 or 5 of this Agreement. You also agree that the period of restriction referenced in Sections 4.1, 4.2, and 4.3 hereof shall be tolled and shall not run during any period of time when you are in violation thereof. You further agree that, in addition to any other relief awarded to the Company as a result of your breach of any of the provisions of this Agreement, the Company shall be entitled to recover all payments made to you or on your behalf hereunder. It is agreed and understood that no claimed breach of this Agreement by the Company, and no claimed violation of law, shall excuse you from your performance obligations under Sections 4 and 5 hereof, nor shall changes in the nature, scope, or content of your employment, or in your compensation, excuse you from your performance of such obligations or require that this Agreement be re-signed.
6.2 You hereby agree that in the event any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too long a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.
Enforceability and Remedies. 6.1 You agree that the restrictions on, and other provisions relating to, your activities contained in this Agreement are fully reasonable and necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company. You also acknowledge and agree that, were you to breach the provisions of this Agreement, the harm to the Company would be irreparable. You therefore agree that in the event of such a breach or threatened breach the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach without having to post bond. You further agree that, in addition to any other relief awarded to the Company as a result of your breach of any of the provisions of this Agreement, the Company shall be entitled to recover all payments made to you or on your behalf hereunder.
6.2 You hereby agree that in the event any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too long a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.
Enforceability and Remedies. You agree that the restrictions on, and other provisions relating to, your activities contained in this Agreement are fully reasonable and necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company. You also acknowledge and agree that, were you to breach the provisions of this Agreement, the harm to the Company would be irreparable. You therefore agree that in the event of such a breach or threatened breach the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach without having to post bond. You further agree that, in addition to any other relief awarded to the Company as a result of your breach of any of the provisions of this Agreement, the Company shall be entitled to recover all payments made to you or on your behalf hereunder.
Enforceability and Remedies. (a) Executive agrees that the restrictions on, and other provisions relating to, Executive’s activities contained in this Agreement are fully reasonable and necessary to protect the goodwill, Confidential Information, and other legitimate interests of the Company. Executive also acknowledges and agrees that, were Executive to breach the provisions of this Agreement, the harm to the Company would be irreparable. Executive therefore agrees that in the event of such a breach or threatened breach the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach without having to post bond. Executive further agrees that, in addition to any other relief awarded to the Company as a result of Executive’s breach of any of the provisions of this Agreement, the Company shall be entitled to recover all payments made to Executive or on Executive’s behalf hereunder.
(b) Executive hereby agrees that in the event any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too long a time, too large a geographic area, or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.
(c) Executive and the Company hereby agree that that any actions seeking emergency, temporary or permanent injunctive relief arising out of or relating to the Covenants shall be brought exclusively in the United States District Court for the Eastern District of Pennsylvania (“Federal Court”) or in any court in the Commonwealth of Pennsylvania (collectively, “State Court”) if the Federal Court lacks subject matter jurisdiction to adjudicate the dispute or controversy. Additionally, Executive and the Company expressly waive any defense of inconvenient forum and any other venue or jurisdiction-related defenses that each might otherwise have in such a proceeding brought in the Federal Court or the State Court.
Enforceability and Remedies. All rights and remedies that Licensor has are cumulative and are in addition to any other rights and remedies it may have at law or in equity. If any provision of these terms and conditions is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired. These terms and conditions are binding upon, inure to the benefit of, and are enforceable by, the Parties, and our respective heirs, personal representatives, successors and assigns.
Enforceability and Remedies. 7.1 Employee agrees that the restrictions on, and other provisions relating to, Employee’s activities contained in this Agreement are fully reasonable and necessary to protect the goodwill, Confidential Information, and other legitimate interests of the Company. Employee also acknowledges and agrees that, were Employee to breach the provisions of this Agreement, the harm to the Company would be irreparable. Employee therefore agrees that in the event of such a breach or threatened breach the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach without having to post bond. Employee further agrees that, in addition to any other relief awarded to the Company as a result of Employee’s breach of any of the provisions of this Agreement, the Company shall be entitled to recover all payments made to Employee or on Employee’s behalf hereunder.
7.2 Employee hereby agrees that in the event any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too long a time, too large a geographic area, or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.
Enforceability and Remedies. The parties hereby agree that all restrictions and agreements contained in this Article V, including, without limitation, those relating to the Time Covenant, are necessary and fundamental to the protection of the Business and to carry out the purposes of the Purchase Agreement and any objections or reservations to such restrictions or agreements are hereby waived. Consultant hereby agrees that the remedy at law for any breach of the provisions of this Article V will be inadequate, and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, the parties agree that upon any breach of this Article V, Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened further breach. Nothing in this Agreement shall be deemed to limit Company’s remedies at law or in equity for any breach by Consultant of any of the provisions of this Agreement that may be pursued by or made available to Company.
Enforceability and Remedies. This Continuing Disclosure Agreement is intended to be for the sole benefit of the Registered Owners of the Bonds (for such purpose beneficial owners of the Bonds shall also be considered Registered Owners of the Bonds) and the Underwriter and shall create no rights in any other person or entity.
Enforceability and Remedies a. The parties hereto agree that the scope of the restrictions imposed by Sections 2 and 3 of this Agreement are necessary and reasonable to protect the Company in the conduct of their businesses, and as such, are enforceable as written. However, in the event that a court of competent jurisdiction should decline to enforce any provision of this Agreement, it is intended and agreed that the court may and should modify such provision so as to render it enforceable.
b. The parties hereto agree that irreparable injury will result to the Company in the event that Mr. Shumway violates Xxxxxxxx 2 or 3 of this Agreement. The parties agree and acknowledge that the remedies at law for any such breach of Sections 2 or 3 would be inadequate and that the Company shall be entitled to injunctive relief against Mr. Shumway in additixx xx xxx xxher remedy and damages available.
Enforceability and Remedies. This Disclosure Agreement shall be enforceable by or on behalf of any such Holder of the Subordinate Bonds, provided that the right of any Holder to challenge the timely filing, failure to file or the adequacy of the information furnished pursuant to this Disclosure Agreement shall be limited to an action by or on behalf of Holders representing at least 25% of the aggregate outstanding principal amount of the Subordinate Bonds. The parties hereto acknowledge that this Disclosure Agreement is also enforceable on behalf of the Holders of the Subordinate Bonds by the Trustee, and the Trustee may, and upon the written direction of the Holders of not less than 25% of the aggregate outstanding principal amount of the Subordinate Bonds, shall proceed to protect and enforce the rights of the Holders of the Subordinate Bonds pursuant to this Disclosure Agreement; provided that in all cases the Trustee shall be entitled to the immunities, indemnities and other protections of the Subordinate Indenture with regard to its actions. Any failure by the Borrower to comply with the provisions of this Disclosure Agreement shall not be an Event of Default under the Subordinate Loan Agreement, the Guaranty, or the Subordinate Indenture. The Holders’ and the Trustee’s rights to enforce the provisions of this Disclosure Agreement shall be limited solely to a right, by action in mandamus or for specific performance, to compel the Borrower to perform the Borrower’s obligations under this Disclosure Agreement, and the Borrower, its directors, officers and employees shall incur no liability under this Disclosure Agreement by reason of any act or failure to act hereunder. Without limiting the generality of the foregoing, neither the commencement nor the successful completion of an action to compel performance under this Section 11 entitles the Trustee or any other person to attorneys’ fees, financial damages of any sort or any other relief other than an order or injunction compelling performance; provided that the Trustee shall nevertheless be entitled to attorneys’ fees and such other rights and amounts as provided in the Subordinate Indenture and the Subordinate Loan Agreement.
