Common use of Enforcement of Restrictive Covenants Clause in Contracts

Enforcement of Restrictive Covenants. Without limiting the remedies available to the Company, Employee acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information, business strategies, employee and customer relationships and goodwill, and that the Company would be seriously and irreparably damaged by the breach of any of the covenants contained herein, for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled, without the necessity of posting a bond or other security, to obtain a temporary restraining order and/or a preliminary injunction restraining Employee from engaging in activities prohibited hereby or such other relief as may be required to specifically enforce any of the covenants contained herein. In addition, Employee expressly acknowledges and agrees that each and every restraint imposed by this letter agreement is reasonable with respect to subject matter, time period and geographical area. If a final and non-appealable judicial determination is made that any of the restrictions in this Agreement constitute an unreasonable or otherwise unenforceable restriction, the restrictions will not be rendered void but will be deemed to be modified to the minimum extent necessary to remain in force and effect for the longest period and largest geographic area that would not constitute such an unreasonable or unenforceable restriction. Notwithstanding the fact that any post-employment restriction is determined not to be specifically enforceable, the Company will nevertheless be entitled to recover monetary damages as a result of Employee’s breach of such restriction. The invalidity or unenforceability of any provision of this letter agreement will not affect the validity or enforceability of any other provision hereof.

Appears in 2 contracts

Samples: Employment Agreement (Bowmo, Inc.), Asset Purchase Agreement (Bowmo, Inc.)

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Enforcement of Restrictive Covenants. Without limiting (a) Executive acknowledges and agrees that the remedies available to Company is engaged in the Business of the Company in and throughout the Area and that Executive oversees the Company's information technology systems in and throughout the Area. Furthermore, Employee Executive acknowledges and agrees that by virtue of the training, duties, and responsibilities attendant with Executive's employment by the Company and the special knowledge of the business and operations of the Company that Executive will have as a consequence of Executive's employment, great loss and irreparable damage would be suffered by the Company if Executive should breach or violate any of the terms or provisions of the covenants and agreements set forth in Sections 7 and 8 of this Agreement. Executive and the Company understand and agree that the provisions of Sections 7 and 8 of this Agreement are not intended to eliminate Executive's post-employment competition with the Company per se, nor is it intended to impair or infringe upon Executive's right to work, earn a living, or acquire and possess property from the fruits of his labor. Executive hereby acknowledges that the Company has a legitimate business interest post-employment restrictions set forth in Sections 7 and right in protecting its Confidential Information, business strategies, employee 8 are reasonable and customer relationships and goodwillthat they do not, and will not, unduly impair his ability to earn a living after the termination of this Agreement. Executive further acknowledges and agrees that each such covenant and agreement is reasonably necessary to protect and preserve the interest of the Company. Therefore, in addition to all the remedies provided at law or in equity, Executive agrees and consents that the Company would shall be seriously entitled to seek in a court of law, upon good cause shown, a temporary restraining order and irreparably damaged by the a permanent injunction to prevent a breach or contemplated breach of any of the covenants or agreements of Executive contained hereinin Sections 7 and 8 of this Agreement. The existence of any claim, for which there is no adequate remedy at lawdemand, that it will not be possible to measure damages for such injuries precisely and that, in the event action or cause of such a breach or threat thereof, action of Executive against the Company shall be entitled, without not constitute a defense to the necessity enforcement by the Company of posting a bond or other security, to obtain a temporary restraining order and/or a preliminary injunction restraining Employee from engaging in activities prohibited hereby or such other relief as may be required to specifically enforce any of the covenants contained herein. In additionor agreements in Sections 7 and 8 of this Agreement whether predicated upon this Agreement or otherwise, Employee expressly acknowledges and agrees that each and every restraint imposed shall not constitute a defense to the enforcement by this letter agreement is reasonable with respect to subject matter, time period and geographical area. If a final and non-appealable judicial determination is made that the Company of any of the restrictions in this Agreement constitute an unreasonable or otherwise unenforceable restriction, the restrictions will not be rendered void but will be deemed to be modified to the minimum extent necessary to remain in force and effect for the longest period and largest geographic area that would not constitute such an unreasonable or unenforceable restriction. Notwithstanding the fact that any post-employment restriction is determined not to be specifically enforceable, the Company will nevertheless be entitled to recover monetary damages as a result of Employee’s breach of such restriction. The invalidity or unenforceability of any provision of this letter agreement will not affect the validity or enforceability of any other provision hereofits rights hereunder.

Appears in 1 contract

Samples: Employment Agreement (Harrys Farmers Market Inc)

Enforcement of Restrictive Covenants. Without limiting the remedies available to the Company, Employee acknowledges i. The Company and Grantee specifically acknowledge and agree that the Company has a legitimate business interest and right in protecting its Confidential Information, business strategies, employee and customer relationships and goodwillremedy at law for any breach of the Restrictive Covenants shall be inadequate, and that in the Company would be seriously and irreparably damaged by the breach of event Grantee breaches any of the covenants contained herein, for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereofRestrictive Covenants, the Company shall be entitledhave the right and remedy, without the necessity of posting a bond or other security, to obtain a temporary restraining order and/or a preliminary injunction restraining Employee from engaging in activities prohibited hereby or such other relief as may be required to specifically enforce any of the covenants contained hereinproving ii. In addition, Employee expressly Xxxxxxx acknowledges and agrees that each and every restraint imposed by this letter agreement of the Restrictive Covenants is reasonable and valid in time and scope and in all other respects. The Company and Grantee agree that it is their intention that the Restrictive Covenants be enforced in accordance with respect their terms to subject matter, time period the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and geographical areaconstrued as a separate and independent covenant. If a final and non-appealable judicial determination is made that Should any part or provision of any of the restrictions in this Agreement constitute an unreasonable Restrictive Covenants, or otherwise unenforceable restriction, the restrictions will not be rendered void but will be deemed to be modified to the minimum extent necessary to remain in force and effect for the longest period and largest geographic area that would not constitute such an unreasonable or unenforceable restriction. Notwithstanding the fact that any post-employment restriction is determined not to be specifically enforceable, the Company will nevertheless be entitled to recover monetary damages as a result of Employee’s breach of such restriction. The invalidity or unenforceability of any other provision of this letter agreement will Section 17, be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not affect the validity render invalid, void, or enforceability of unenforceable any other part or provision hereofof this Award Certificate or such Restrictive Covenant. If any of the provisions of the Restrictive Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of the Company’s legitimate business interests and may be enforced by the Company to that extent in the manner described above and all other provisions of this Award Certificate shall be valid and enforceable.

Appears in 1 contract

Samples: Performance Based Restricted Stock Unit Award Agreement (FB Financial Corp)

Enforcement of Restrictive Covenants. Without limiting The parties acknowledge that the remedies available to type and periods of restriction imposed in the provisions of Sections 5 and 6 above are fair and reasonable and are reasonably required for the protection of the Company, Employee acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information, business strategies, employee and customer relationships and goodwill, ; and that the Company would be seriously time, scope, geographic area and irreparably damaged other provisions of such sections have been specifically negotiated by sophisticated commercial parties and are given as an integral part of the transactions contemplated by the breach Purchase Agreement, it being understood that the clients of the Company may be serviced from any location and accordingly it is reasonable that the restrictive covenants set forth herein are not limited by narrow geographic area but generally by the location of such clients and potential clients. The Employee specifically acknowledges that his being restricted from servicing clients and prospective clients as contemplated by this Agreement will not prevent him from being employed or earning a livelihood in the type of business conducted by the Company. If any of the covenants in Sections 5 or 6 above, or any part thereof, is hereafter construed to be invalid or unenforceable, it is the intention of the parties that the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions. If any of the covenants contained hereinin Sections 5 or 6, for which there or any part thereof, is no adequate remedy at lawheld to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that it will not be possible to measure damages for the court making such injuries precisely and determination should reduce the duration and/or areas of such provision such that, in the event of such a breach or threat thereofits reduced form, the Company said provision shall then be entitled, without the necessity of posting a bond or other security, enforceable. The parties hereto intend to obtain a temporary restraining order and/or a preliminary injunction restraining Employee from engaging in activities prohibited and hereby or such other relief as may be required confer jurisdiction to specifically enforce any of the covenants contained hereinin Sections 5 or 6 above upon the courts of any jurisdiction within the geographical scope of such covenants. In addition, Employee expressly acknowledges and agrees the event that each and every restraint imposed the courts of any one or more of such jurisdictions shall hold such covenants wholly unenforceable by this letter agreement is reasonable with respect to subject matter, time period and geographical area. If a final and non-appealable judicial determination is made that any reason of the restrictions breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in this Agreement constitute an unreasonable or otherwise unenforceable restriction, any way affect the restrictions will not be rendered void but will be deemed to be modified Company's right to the minimum extent necessary to remain relief provided above in force and effect for the longest period and largest geographic area that would not constitute such an unreasonable or unenforceable restriction. Notwithstanding the fact that any post-employment restriction is determined not to be specifically enforceable, the Company will nevertheless be entitled to recover monetary damages as a result of Employee’s breach of such restriction. The invalidity or unenforceability of any provision of this letter agreement will not affect the validity or enforceability courts of any other provision hereofjurisdiction within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.

Appears in 1 contract

Samples: Employment Agreement (Healthworld Corp)

Enforcement of Restrictive Covenants. Without limiting (a) Executive acknowledges and agrees that (i) the remedies available restrictive covenants contained in this Agreement are reasonable in time, territory, and scope, and in all other respects; (ii) should any part or provision of any covenant be held invalid, void, or unenforceable in any court of competent jurisdiction, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement; and (iii) if any portion of the foregoing provisions is found to be invalid or unenforceable by a court of competent jurisdiction because its duration, territory, definition of activities, or definition of information covered is considered to be invalid or unreasonable in scope, the invalid or unreasonable terms shall be redefined to carry out the Company’s and Executive’s intent in agreeing to these restrictive covenants. These restrictive covenants shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of Executive against the Company, Employee acknowledges that whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company has a legitimate business interest and right in protecting its Confidential Information, business strategies, employee and customer relationships and goodwill, and that of these restrictive covenants. (b) Notwithstanding any provision herein to the Company would be seriously and irreparably damaged by the breach of any of the covenants contained herein, for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and thatcontrary, in the event of such a any actual breach by Executive of the provisions of Sections 20 or threat thereof21, the Company shall have the right to recover from Executive from the prior cash Severance Benefits paid to Executive as set forth in Section 4(c) an amount reasonably determined by the Company not to exceed eight hundred and twenty-five thousand dollars ($825,000). Nothing herein shall be entitledconstrued as prohibiting the Company from pursuing any other equitable or legal remedies for such breach or threatened breach, without including the necessity recovery of posting a bond monetary damages from Executive.” 5. Except as expressly or other security, to obtain a temporary restraining order and/or a preliminary injunction restraining Employee from engaging in activities prohibited hereby or such other relief as may be required to specifically enforce any of the covenants contained herein. In addition, Employee expressly acknowledges and agrees that each and every restraint imposed by this letter agreement is reasonable with respect to subject matter, time period and geographical area. If a final and non-appealable judicial determination is made that any of the restrictions in this Agreement constitute an unreasonable or otherwise unenforceable restrictionnecessary implication amended hereby, the restrictions will not be rendered void but will be deemed to be modified to the minimum extent necessary to Benefits Assurance Agreement shall remain in full force and effect for the longest period and largest geographic area that would not constitute such an unreasonable or unenforceable restriction. Notwithstanding the fact that any post-employment restriction is determined not to be specifically enforceable, the Company will nevertheless be entitled to recover monetary damages as a result of Employee’s breach of such restriction. The invalidity or unenforceability of any provision of this letter agreement will not affect the validity or enforceability of any other provision hereofeffect.

Appears in 1 contract

Samples: Severance Agreement (Snyder's-Lance, Inc.)

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Enforcement of Restrictive Covenants. Without limiting Section 6.01 Because of the remedies available difficulty in measuring economic losses to the CompanyTPB Group as the result of a breach of covenants in Section 6 of this Agreement, Employee acknowledges agrees that damages at law for violation of the Company has a legitimate business interest and right in protecting its Confidential Information, business strategies, employee and customer relationships and goodwill, and that restrictive covenants contained herein would not be an adequate or proper remedy to the Company would be seriously and irreparably damaged by the breach of TPB Group. If Employee violates any of the provisions of such covenants, Employee agrees that any of the TPB Group shall be entitled to obtain a temporary or permanent injunction, as appropriate, against Employee in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. None of the TPB Group shall not be required to post bond. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. Section 6.02 Employee represents and acknowledges the restrictive covenants set forth in Section 6 of this Agreement do not in any respect inhibit Employee's ability to earn a livelihood in his chosen profession without violating the restrictive covenants contained herein. The TPB Group by these covenants has attempted to limit Employee's right to compete only to the extent necessary to protect the Company from unfair competition. Section 6.03 The parties agree that the restrictive covenants contained in Section 6 of this Agreement are severable, for which there is no adequate remedy at law, that it will and the unenforceability of any specific covenant shall not be possible to measure damages for such injuries precisely and thataffect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth herein are unenforceable, then it is the intention of the parties that such a breach or threat thereofrestrictions be enforced to the fullest extent which the court deems reasonable, and this Agreement shall thereby be reformed. All of the Company covenants in Section 6 of this Agreement shall be entitledconstrued as an agreement independent of any other provision in this Agreement, without and the necessity existence of posting a bond any claim or other security, to obtain a temporary restraining order and/or a preliminary injunction restraining cause of action of Employee from engaging in activities prohibited hereby or such other relief as may be required to specifically enforce against any of the covenants contained herein. In additionTPB Group, Employee expressly acknowledges and agrees that each and every restraint imposed whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by this letter agreement is reasonable with respect to subject matter, time period and geographical area. If a final and non-appealable judicial determination is made that any of the restrictions TPB Group of such covenants. Section 6.04 It is specifically agreed by the parties that the restrictive periods following the termination of Employee's employment stated in Section 6 of this Agreement constitute an unreasonable or otherwise unenforceable restriction, the restrictions will not shall be rendered void but will be deemed to be modified to the minimum extent necessary to remain computed by excluding from such computation any time during which Employee is in force and effect for the longest period and largest geographic area that would not constitute such an unreasonable or unenforceable restriction. Notwithstanding the fact that any post-employment restriction is determined not to be specifically enforceable, the Company will nevertheless be entitled to recover monetary damages as a result of Employee’s breach of such restriction. The invalidity or unenforceability violation of any provision of Section 6 of this letter agreement will not affect Agreement. Each member of the validity or enforceability TPB Group is a third-party beneficiary of any other provision hereofSection 6 of this Agreement and may enforce its terms against Employee.

Appears in 1 contract

Samples: Stock Purchase Agreement (Turning Point Brands, Inc.)

Enforcement of Restrictive Covenants. Without limiting Section 26.01 Because of the remedies available difficulty in measuring economic losses to the CompanyTPB Group as the result of a breach of covenants in Section 6 of this Agreement, Employee acknowledges agrees that damages at law for violation of the Company has a legitimate business interest and right in protecting its Confidential Information, business strategies, employee and customer relationships and goodwill, and that restrictive covenants contained herein would not be an adequate or proper remedy to the Company would be seriously and irreparably damaged by the breach of TPB Group. If Employee violates any of the provisions of such covenants, Employee agrees that any of the TPB Group shall be entitled to obtain a temporary or permanent injunction, as appropriate, against Employee in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. None of the TPB Group shall not be required to post bond. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. Section 26.02 Employee represents and acknowledges the restrictive covenants set forth in Section 6 of this Agreement do not in any respect inhibit Employee's ability to earn a livelihood in his chosen profession without violating the restrictive covenants contained herein. The TPB Group by these covenants has attempted to limit Employee's right to compete only to the extent necessary to protect the Company from unfair competition. Section 26.03 The parties agree that the restrictive covenants contained in Section 6 of this Agreement are severable, for which there is no adequate remedy at law, that it will and the unenforceability of any specific covenant shall not be possible to measure damages for such injuries precisely and thataffect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth herein are unenforceable, then it is the intention of the parties that such a breach or threat thereofrestrictions be enforced to the fullest extent which the court deems reasonable, and this Agreement shall thereby be reformed. All of the Company covenants in Section 6 of this Agreement shall be entitledconstrued as an agreement independent of any other provision in this Agreement, without and the necessity existence of posting a bond any claim or other security, to obtain a temporary restraining order and/or a preliminary injunction restraining cause of action of Employee from engaging in activities prohibited hereby or such other relief as may be required to specifically enforce against any of the covenants contained herein. In additionTPB Group, Employee expressly acknowledges and agrees that each and every restraint imposed whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by this letter agreement is reasonable with respect to subject matter, time period and geographical area. If a final and non-appealable judicial determination is made that any of the restrictions TPB Group of such covenants. Section 26.04 It is specifically agreed by the parties that the restrictive periods following the termination of Employee's employment stated in Section 6 of this Agreement constitute an unreasonable or otherwise unenforceable restriction, the restrictions will not shall be rendered void but will be deemed to be modified to the minimum extent necessary to remain computed by excluding from such computation any time during which Employee is in force and effect for the longest period and largest geographic area that would not constitute such an unreasonable or unenforceable restriction. Notwithstanding the fact that any post-employment restriction is determined not to be specifically enforceable, the Company will nevertheless be entitled to recover monetary damages as a result of Employee’s breach of such restriction. The invalidity or unenforceability violation of any provision of Section 6 of this letter agreement will not affect Agreement. Each member of the validity or enforceability TPB Group is a third-party beneficiary of any other provision hereofSection 6 of this Agreement and may enforce its terms against Employee.

Appears in 1 contract

Samples: Stock Purchase Agreement (Turning Point Brands, Inc.)

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