Common use of Enforceability of Restrictive Covenants Clause in Contracts

Enforceability of Restrictive Covenants. The Employee hereby acknowledges that the restrictions on his activity contained in Sections 10, 11, 12, 13, 14 and 15 are necessary for the reasonable protection of the members of the FGX Group and are a material inducement to the Company entering into this Agreement and the Option Agreement. The Employee further acknowledges that a breach or threatened breach of any such provisions would cause irreparable harm to the members of the FGX Group for which there is no adequate remedy at law. The Employee agrees that in the event of any breach or threatened breach of any provision contained in Section 10, 11, 12, 13, 14 or 15 of this Agreement, the Company shall have the right, in addition to any other rights or remedies it may have, to seek injunctive relief without having to post bond or other security and without having to prove special damages or the inadequacy of the available remedies at law. The parties acknowledge that (a) the time, scope, geographic area and other provisions contained in Sections 10, 11, 12, 13, 14 and 15 are reasonable and necessary to protect the goodwill and business of the Company, (b) the customers of the Company may be serviced from any location and accordingly it is reasonable that the covenants set forth herein are not limited by narrow geographic area and (c) the restrictions contained in Sections 10, 11, 12, 13, 14 and 15 will not prevent him from being employed or earning a livelihood. If any covenant contained in Section 10, 11, 12, 13, 14 or 15 is held to be unenforceable by reason of the time, scope or geographic area covered thereby, such covenant shall be interpreted to extend to the maximum time, scope or geographic area for which it may be enforced as determined by a court making such determination, and such covenant shall only apply in its reduced form to the operation of such covenant in the particular jurisdiction in which such adjudication is made. In the event that the Company shall bring any action, suit or proceeding against the Employee for the enforcement of this Agreement, the calculation of the Noncompete Period shall not include the period of time commencing with the filing of the action, suit or proceeding to enforce this Agreement through the date of the final judgment or final resolution (including all appeals, if any) of such action, suit or proceeding. The existence of any claim or cause of action by the Employee against any member of the FGX Group predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by the Company of any provision of Section 10, 11, 12, 13, 14 or 15.

Enforceability of Restrictive Covenants. The Employee Executive hereby acknowledges and agrees that the restrictions on his activity activities contained in Sections 10Section 7, 11, 12, 13, 14 Section 8 and 15 Section 9 are necessary for the reasonable protection of the members of the FGX Group Company and are a material inducement to the Company entering into this Agreement and the Option Agreement. The Employee Executive further acknowledges that a breach or threatened breach of any such provisions would cause irreparable harm to the members of the FGX Group Company for which there is no adequate remedy at law. The Employee Executive agrees that in the event of any breach or threatened breach of any provision contained in Section 107, 11, 12, 13, 14 Section 8 or 15 of this AgreementSection 9, the Company shall have the right, in addition to any other rights or remedies it may have, (a) to seek injunctive relief a temporary, preliminary or permanent injunction or injunctions and temporary restraining order or orders to prevent breaches of such provisions and to specifically enforce the terms and provisions thereof without having to post bond or other security and without having to prove special damages or the inadequacy of the available remedies at law, and (b) to require Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits derived or received by him as a result of any transaction constituting as breach of any of the provisions of Section 7, Section 8 or Section 9 and Executive agrees to account for and pay over to the Company any such compensation, profits, monies, accruals, increments or other benefits. The parties acknowledge that (a) the time, scope, geographic area and other provisions contained in Sections 10Section 7, 11, 12, 13, 14 Section 8 and 15 Section 9 are reasonable and necessary to protect the goodwill and business of the Company, (b) the customers of the Company may be serviced from any location and accordingly it is reasonable that the covenants set forth herein are not limited by narrow geographic area area, and (c) the restrictions contained in Sections 10, 11, 12, 13, 14 and 15 herein will not prevent him Executive from being employed or earning a livelihood. If any covenant contained in Section 107, 11, 12, 13, 14 Section 8 or 15 Section 9 is held to be unenforceable by reason of the time, scope or geographic area covered thereby, such covenant shall be interpreted to extend to the maximum time, scope or geographic area for which it may be enforced as determined by a court making such determination, and such covenant shall only apply in its reduced form to the operation of such covenant in the particular jurisdiction in which such adjudication is made. In the event that the Company shall bring any action, suit or proceeding against the Employee Executive for the enforcement of this Agreement, the calculation of the Noncompete Restricted Period shall not include the period of time commencing with the filing of the action, suit or proceeding to enforce this Agreement through the date of the final judgment or final resolution (including all appeals, if any) of such action, suit or proceeding. The existence of any claim or cause of action by Executive against the Employee against any member of the FGX Group Company predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by the Company of any provision of Section 107, 11, 12, 13, 14 Section 8 or 15Section 9.

Enforceability of Restrictive Covenants. (a) The Employee Executive hereby acknowledges and agrees that (i) the restrictions on his activity activities contained in Sections 10, 11, 12, 13, 14 and 15 12 are necessary for the reasonable protection of the members of the FGX Company Group and their goodwill and are a material inducement to the Company entering into this Agreement and the Option Agreement. The Employee further acknowledges that (ii) a breach or threatened breach of any such provisions would will cause irreparable harm to the members of the FGX Company Group for which there is no adequate remedy at law. . (b) The Employee Executive agrees that in the event of any breach or threatened breach of any provision contained in Section Sections 10, 11, and 12, 13, 14 or 15 the members of this Agreement, the Company Group shall have the rightbe entitled, in addition to any other rights or remedies it may haveavailable to the members of the Company Group at law, in equity or otherwise, to seek injunctive relief without having a temporary, preliminary or permanent injunction or injunctions and temporary restraining order or orders to post bond or other security prevent breaches of such provisions and to specifically enforce the terms and provisions thereof without having to prove special damages or the inadequacy of the available remedies at law. , in equity or otherwise and without the requirement of posting of a bond. (c) The parties hereto acknowledge that (a) the time, scope, geographic area scope and other provisions contained in Sections 10, 11, 12, 13, 14 and 15 12 are reasonable and necessary to protect the goodwill and business of the Company, (b) the customers members of the Company may be serviced from Group. (d) If any location and accordingly it is reasonable that the covenants set forth herein are not limited by narrow geographic area and (c) the restrictions covenant contained in Sections 10, 11, 12, 13, 14 and 15 will not prevent him from being employed or earning a livelihood. If any covenant contained in Section 10, 11, 12, 13, 14 or 15 12 is held to be unenforceable by reason of the time, scope time or geographic area covered therebyscope, such covenant shall be interpreted to extend to the maximum time, time or scope or geographic area for which it may be enforced as determined by a court making such determination, and such covenant shall only apply in its reduced form to the operation of such covenant in the particular jurisdiction in which such adjudication is made. In the event that the Company shall bring any action, suit or proceeding against the Employee for the enforcement of this Agreement, the calculation of the Noncompete Period shall not include the period of time commencing with the filing of the action, suit or proceeding to enforce this Agreement through the date of the final judgment or final resolution . (including all appeals, if anye) of such action, suit or proceeding. The existence of any claim or cause of action by the Employee Executive against any member of the FGX Group Company Group, whether predicated on this Agreement or otherwise otherwise, shall not constitute a defense to the enforcement by the members of the Company Group of any provision of Section Sections 10, 11, and 12. (f) The provisions of Sections 10, 1311, 14 and 12 are in addition to and supplement any other agreements, covenants or 15obligations to which the Executive is or may be bound from time to time. To the extent a covenant set forth in Sections 10, 11, and 12 conflicts with a covenant or obligation set forth in any other such agreement, the provision that is more favorable to the members of the Company Group will control.

Enforceability of Restrictive Covenants. (a) The Employee hereby acknowledges that the restrictions on his activity contained in provisions of Sections 9, 10, 11, 12, and 13 shall apply regardless of the reason for the termination of the Executive’s employment with the Company. The Executive further understands and agrees that his obligations under this Section 12 shall continue in full force and effect in the event of any subsequent changes to the Executive’s employment with the Company, including but not limited to, changes in job title, responsibilities, compensation, benefits and reporting structure, without the need to execute a new agreement. (b) In the event that the Executive is in breach of any of his post-employment restrictive covenants set forth in this Sections 9, 10, 11, 12, and 13: (i) the Executive shall be liable for any attorneys’ fees incurred by the Company in enforcing this Agreement; and (ii) the Restricted Period shall be tolled such that the Executive must be in full compliance with all of his post-employment restrictive covenants for a period of twelve (12) consecutive months before the Restricted Period shall be deemed to expire. (c) The Executive hereby acknowledges and agrees that (i) the restrictions on his activities contained in Sections 9, 14 10, 11, 12, and 15 13 are necessary for the reasonable protection of the members of the FGX Company Group and their goodwill and are a material inducement to the Company entering into this Agreement and the Option Agreement. The Employee further acknowledges that (ii) a breach or threatened breach of any such provisions would will cause irreparable harm to the members of the FGX Company Group for which there is no adequate remedy at law. . (d) The Employee Executive agrees that in the event of any breach or threatened breach of any provision contained in Section Sections 9, 10, 11, 12, and 13, 14 or 15 the members of this Agreement, the Company Group shall have the rightbe entitled, in addition to any other rights or remedies it may haveavailable to the members of the Company Group at law, in equity or otherwise, to seek injunctive relief without having a temporary, preliminary or permanent injunction or injunctions and temporary restraining order or orders to post bond or other security prevent breaches of such provisions and to specifically enforce the terms and provisions thereof without having to prove special damages or the inadequacy of the available remedies at law. , in equity or otherwise and without the requirement of posting of a bond. (e) The parties hereto acknowledge that (a) the time, scope, geographic area scope and other provisions contained in Sections 9, 10, 11, 12, 13, 14 and 15 13 are reasonable and necessary to protect the goodwill and business of the Company, (b) the customers members of the Company may be serviced from Group. (f) If any location and accordingly it is reasonable that the covenants set forth herein are not limited by narrow geographic area and (c) the restrictions covenant contained in Sections 9, 10, 11, 12, 13, 14 and 15 will not prevent him from being employed or earning a livelihood. If any covenant contained in Section 10, 11, 12, 13, 14 or 15 13 is held to be unenforceable by reason of the time, scope time or geographic area covered therebyscope, such covenant shall be interpreted to extend to the maximum time, time or scope or geographic area for which it may be enforced as determined by a court making such determination, and such covenant shall only apply in its reduced form to the operation of such covenant in the particular jurisdiction in which such adjudication is made. In the event that the Company shall bring any action, suit or proceeding against the Employee for the enforcement of this Agreement, the calculation of the Noncompete Period shall not include the period of time commencing with the filing of the action, suit or proceeding to enforce this Agreement through the date of the final judgment or final resolution . (including all appeals, if anyg) of such action, suit or proceeding. The existence of any claim or cause of action by the Employee Executive against any member of the FGX Group Company Group, whether predicated on this Agreement or otherwise otherwise, shall not constitute a defense to the enforcement by the members of the Company Group of any provision of Section Sections 9, 10, 11, 12, and 13. (h) The provisions of Sections 9, 14 10, 11, 12, and 13 are in addition to and supplement any other agreements, covenants or 15obligations to which the Executive is or may be bound from time to time. To the extent a covenant set forth in Sections 9, 10, 11, 12, and 13 conflicts with a covenant or obligation set forth in any other such agreement, the provision that is more favorable to the members of the Company Group will control.

Enforceability of Restrictive Covenants. The Employee Executive hereby acknowledges that the restrictions on his Executive's activity contained in Sections 105, 116, 127, 138, 14 9, and 15 10 are necessary for the reasonable protection of the members of the FGX Group Company and are a material inducement to the Company entering into this Agreement and the Option Agreement. The Employee Executive further acknowledges that a breach or threatened breach of any such provisions would cause irreparable harm to the members of the FGX Group Company for which there is no adequate remedy at law. The Employee Executive agrees that in the event of any breach or threatened breach of any provision contained in Section 105, 116, 127, 138, 14 9, or 15 10 of this Agreement, the Company shall have the right, in addition to any other rights or remedies it may have, to seek injunctive relief without having to post bond or other security and without having to prove special damages or the inadequacy of the available remedies at law. The parties acknowledge that (a) the time, scope, geographic area and other provisions contained in Sections 105, 116, 127, 138, 14 9, and 15 10 are reasonable and necessary to protect the goodwill and business of the Company, (b) the customers of the Company may be serviced from any location and accordingly it is reasonable that the covenants set forth herein are not limited by narrow geographic area area, and (c) the restrictions contained in Sections 105, 116, 127, 138, 14 9, and 15 10 will not prevent him Executive from being employed or earning a livelihood. If any covenant contained in Section 105, 116, 127, 138, 14 or 15 9, and 10 is held to be unenforceable by reason of the time, scope or geographic area covered thereby, such covenant shall be interpreted to extend to the maximum time, scope or geographic area for which it may be enforced as determined by a court making such determination, and such covenant shall only apply in its reduced form to the operation of such covenant in the particular jurisdiction in which such adjudication is made. In the event that the Company shall bring any action, suit or proceeding against the Employee for the enforcement of this Agreement, the calculation of the Noncompete Period shall not include the period of time commencing with the filing of the action, suit or proceeding to enforce this Agreement through the date of the final judgment or final resolution (including all appeals, if any) of such action, suit or proceeding. The existence of any claim or cause of action by Executive against the Employee against Company or any member of the FGX Group its affiliates predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by the Company of any provision of Section 5, 6, 7, 8, 9, and 10, 11, 12, 13, 14 or 15.

Enforceability of Restrictive Covenants. The Employee AGENT and the Company hereby acknowledges acknowledge that the restrictions on his activity their activities contained in Sections 109, 11, 12, 13, 14 10 and 15 11 are necessary for the reasonable protection of the members of Company and the FGX Group AGENT and are a material inducement to the Company and the AGENT entering into this Agreement and the Option Agreement. The Employee AGENT and the Company further acknowledges acknowledge that a breach or threatened breach of any such provisions would cause irreparable harm to the members of Company and the FGX Group AGENT for which there is no adequate remedy at law. The Employee agrees AGENT and the Company agree that in the event of any breach or threatened the breach of any provision contained in Section 10Sections 9, 11, 12, 13, 14 or 15 10 and 11 of this Agreement, the Company and the AGENT shall have the right, in addition to any other rights or remedies it they may have, to seek injunctive relief without having to post bond or other security and without having to prove special damages or the inadequacy of the available remedies at law. The parties acknowledge that (a) the time, scope, geographic area and other provisions contained in Sections 109, 11, 12, 13, 14 10 and 15 11 are reasonable and necessary to protect the goodwill and business of the CompanyCompany and the AGENT, (b) as art internet-based business, the customers of the Company and the AGENT may be serviced from any location and accordingly it is reasonable that the covenants set forth herein are not limited by narrow geographic area area, and (c) the restrictions contained in Sections 10, 11, 12, 13, 14 and 15 restriction of the AGENT’s ability to solicit customers will not prevent him it from being employed or earning a livelihoodconducting its business. If any covenant contained in Section 10Sections 9, 11, 12, 13, 14 or 15 10 and 11 is held to be unenforceable by reason of the time, scope or geographic area covered thereby, such covenant shall be interpreted to extend to the maximum time, scope or geographic area for which it may be enforced as determined by a court making such determination, and such covenant shall only apply in its reduced form to of the operation of such covenant in the particular jurisdiction in which such adjudication is made. In made in the event that the Company or the AGENT shall bring any action, suit or proceeding against the Employee one another for the enforcement of this Agreement, the calculation of the Noncompete Restricted Period shall not include the period of time commencing with the filing of the action, suit or proceeding to enforce this Agreement through the date of the final judgment or final resolution (including all appeals, if any) of such action, suit or proceeding. The existence of any claim or for cause of action by one party against the Employee against other or any member of the FGX Group its affiliates predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by the Company either party of any provision of Section 10Sections 9, 10 and 11, 12, 13, 14 or 15.

Enforceability of Restrictive Covenants. (a) The Employee Executive hereby acknowledges and agrees that (i) the restrictions on his activity activities contained in Sections 10, 11, 12, 13, 14 and 15 hereof are necessary for the reasonable protection of Parent, the members of the FGX Group Company and their goodwill and are a material inducement to the Company entering into this Agreement and the Option Agreement. The Employee further acknowledges that (ii) a breach or threatened breach of any such provisions would will cause irreparable harm to the members of Parent and the FGX Group Company for which there is no adequate remedy at law. . (b) The Employee Executive agrees that in the event of any breach or threatened breach of any provision contained in Section 10, Sections 11, 12, 13, 14 or and 15 of this Agreementhereof, the Company shall have the rightbe entitled, in addition to any other rights or remedies it may haveavailable to the Company at law, in equity or otherwise, to seek injunctive relief without having a temporary, preliminary or permanent injunction or injunctions and temporary restraining order or orders to post bond or other security prevent breaches of such provisions and to specifically enforce the terms and provisions thereof without having to prove special damages or the inadequacy of the available remedies at law. , in equity or otherwise, and without the requirement to post a bond. (c) The parties acknowledge that (a) the time, scope, geographic area scope and other provisions contained in Sections 10, 11, 12, 13, 14 and 15 hereof are reasonable and necessary to protect the goodwill and business of the CompanyParent, (b) the customers of the Company may be serviced from and their respective subsidiaries and affiliates. (d) If any location and accordingly it is reasonable that the covenants set forth herein are not limited by narrow geographic area and (c) the restrictions covenant contained in Sections 10, 11, 12, 13, 14 and 15 will not prevent him from being employed or earning a livelihood. If any covenant contained in Section 10, 11, 12, 13, 14 or 15 hereof is held to be unenforceable by reason of the time, scope time or geographic area covered therebyscope, such covenant shall be interpreted to extend to the maximum time, time or scope or geographic area for which it may be enforced as determined by a court making such determination, and such covenant shall only apply in its reduced form to the operation of such covenant in the particular jurisdiction in which such adjudication is made. In the event that the Company shall bring any action, suit or proceeding against the Employee for the enforcement of this Agreement, the calculation of the Noncompete Period shall not include the period of time commencing with the filing of the action, suit or proceeding to enforce this Agreement through the date of the final judgment or final resolution . (including all appeals, if anye) of such action, suit or proceeding. The existence of any claim or cause of action by the Employee Executive against Parent, the Company or any member of the FGX Group their respective subsidiaries or affiliates predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by the Company of any provision of Section 10, Sections 11, 12, 13, 14 and 15 hereof. (f) In the event of any breach by the Executive of any of the restrictive covenants contained in Sections 11, 12, 13, 14 and 15 hereof, the running of the period of the applicable restriction shall be automatically tolled and suspended for the duration of such breach, and shall automatically recommence when such breach is remedied in order that Parent, the Company or 15any of their respective subsidiaries or affiliates shall receive the full benefit of the Executive’s compliance with each of the covenants contained in Sections 11, 12, 13, 14 and 15 hereof. Notwithstanding anything to the contrary contained herein, the time limits contained in Sections 11, 12, 13, 14 and 15 hereof shall not apply, and the provisions of Sections 11, 12, 13, 14 and 15 hereof shall continue to apply to the Executive without limitation in duration, with respect to any transaction or business opportunity actively being contemplated or pursued by or otherwise engaged in or for the account of Parent, the Company or any of their respective subsidiaries or affiliates as of the last day of the Restricted Period. (g) The provisions of Sections 11, 12, 13, 14 and 15 hereof are in addition to and supplement any other agreements, covenants or obligations to which the Executive is or may be bound from time to time, including agreements, covenants and obligations set forth in the Parent LPA, the Option Plan and any grant agreement and shall apply to the Family or Estate-Planning Transferees (as defined in the Parent LPA) of the Executive, provided that the parties acknowledge and agree that the provisions of Sections 13, 14 and 15 hereof shall supersede any provision of Section 13.1 of the Parent LPA that conflicts therewith.

Enforceability of Restrictive Covenants. The Employee Executive hereby acknowledges and agrees that the restrictions on his activity activities contained in Sections 10, 11, 12, 13, 9 through and including 14 and 15 are necessary for the reasonable protection of the members of the FGX Group Company and are a material inducement to the Company entering into this Agreement and the Option Agreement. The Employee Executive further acknowledges that a breach or threatened breach of any such provisions would cause irreparable harm to the members of the FGX Group Company for which there is no adequate remedy at law. The Employee Executive agrees that in the event of any breach or threatened breach of any provision contained in Section 10, 11, 12, 13, Sections 9 through and including 14 or 15 of this Agreementhereof, the Company shall have the right, in addition to any other rights or remedies it may have, (a) to seek injunctive relief a temporary, preliminary or permanent injunction or injunctions and temporary restraining order or orders to prevent breaches of such provisions and to specifically enforce the terms and provisions thereof without having to post bond or other security and without having to prove special damages or the inadequacy of the available remedies at law, and (b) to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits derived or received by him as a result of any transaction constituting as breach of any of the provisions of Sections 9 through and including 14 hereof (the “Benefits”) and the Executive agrees to account for and pay over to the Company any such Benefits. The parties acknowledge that (a) the time, scope, geographic area and other provisions contained in Sections 10, 11, 12, 13, 9 through and including 14 and 15 are reasonable and necessary to protect the goodwill and business of the Company, (b) the customers of the Company may be serviced from any location and accordingly it is reasonable that the covenants set forth herein are not limited by narrow geographic area area, and (c) the restrictions contained in Sections 10, 11, 12, 13, 14 and 15 herein will not prevent him the Executive from being employed or earning a livelihood. If any covenant contained in Section 10, 11, 12, 13, Sections 9 through and including 14 or 15 is held to be unenforceable by reason of the time, scope or geographic area covered thereby, such covenant shall be interpreted to extend to the maximum time, scope or geographic area for which it may be enforced as determined by a court making such determination, and such covenant shall only apply in its reduced form to the operation of such covenant in the particular jurisdiction in which such adjudication is made. In the event that the Company shall successfully bring any action, suit or proceeding against the Employee Executive for the enforcement of Sections 11 or 12 of this Agreement, the calculation of the Noncompete Non-Compete Period shall not include the period of time commencing with the filing of the action, suit or proceeding to enforce this Agreement through the date of the final judgment or final resolution (including all appeals, if any) of such action, suit or proceeding. The existence of any claim or cause of action by the Employee Executive against the Company or any member of the FGX Group its affiliates predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by the Company of any provision of Section 10, 11, 12, 13, 14 or 15Sections 9 through and including 14.