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.

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 proving actual damage or posting a bond or other securityany bond, to obtain a temporary restraining order and/or a preliminary injunction restraining Employee enjoin, preliminarily and permanently, Grantee from engaging in activities prohibited hereby or such other relief as may be required violating the Restrictive Covenants and to have the Restrictive Covenants specifically enforce enforced by any court of competent jurisdiction, it being agreed that any breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Xxxxxxx understands and agrees that if he violates any of the covenants contained hereinobligations set forth in the Restrictive Covenants, the Restricted Period shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the Restricted Period. In additionSuch rights and remedies shall be in addition to, Employee expressly acknowledges and agrees that each not in lieu of, any other rights and every restraint imposed by this letter agreement is remedies available to the Company at law or in equity. The Company and Grantee understand and agree that, if the Company and Grantee become involved in legal action regarding the enforcement of the Restrictive Covenants, the prevailing party or parties in such legal action shall be entitled, in addition to any other remedy, to recover reasonable costs and attorneys’ fees incurred in enforcing or defending action with respect to subject matter, time period and geographical areasuch covenants. If a final and non-appealable judicial determination is made that any of The Company’s ability to enforce its rights under the restrictions in this Agreement constitute an unreasonable Restrictive Covenants or otherwise unenforceable restriction, the restrictions will applicable law against Grantee shall not be rendered void but will be deemed to be modified to impaired in any way by the minimum extent necessary to remain in force and effect for existence of a claim or cause of action on the longest period and largest geographic area that would not constitute such an unreasonable part of Grantee based on, or unenforceable restriction. Notwithstanding the fact that any post-employment restriction is determined not to be specifically enforceablearising out of, the Company will nevertheless be entitled to recover monetary damages as a result of Employee’s breach of such restriction. The invalidity this Award Certificate or unenforceability of any provision of this letter agreement will not affect the validity or enforceability of any other provision hereofevent or transaction.

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 proving actual damage or posting a bond or other securityany bond, to obtain a temporary restraining order and/or a preliminary injunction restraining Employee enjoin, preliminarily and permanently, Grantee from engaging in activities prohibited hereby or such other relief as may be required violating the Restrictive Covenants and to have the Restrictive Covenants specifically enforce enforced by any court of competent jurisdiction, it being agreed that any breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Grantee understands and agrees that if he violates any of the covenants contained hereinobligations set forth in the Restrictive Covenants, the Restricted Period shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the Restricted Period. In additionSuch rights and remedies shall be in addition to, Employee expressly acknowledges and agrees that each not in lieu of, any other rights and every restraint imposed by this letter agreement is remedies available to the Company at law or in equity. The Company and Grantee understand and agree that, if the Company and Grantee become involved in legal action regarding the enforcement of the Restrictive Covenants, the prevailing party or parties in such legal action shall be entitled, in addition to any other remedy, to recover reasonable costs and attorneys’ fees incurred in enforcing or defending action with respect to subject matter, time period and geographical areasuch covenants. If a final and non-appealable judicial determination is made that any of The Company’s ability to enforce its rights under the restrictions in this Agreement constitute an unreasonable Restrictive Covenants or otherwise unenforceable restriction, the restrictions will applicable law against Grantee shall not be rendered void but will be deemed to be modified to impaired in any way by the minimum extent necessary to remain in force and effect for existence of a claim or cause of action on the longest period and largest geographic area that would not constitute such an unreasonable part of Grantee based on, or unenforceable restriction. Notwithstanding the fact that any post-employment restriction is determined not to be specifically enforceablearising out of, the Company will nevertheless be entitled to recover monetary damages as a result of Employee’s breach of such restriction. The invalidity this Award Certificate or unenforceability of any provision of this letter agreement will not affect the validity or enforceability of any other provision hereofevent or transaction.

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.

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 2024 PSU Award Agreement remedy, without the necessity of proving actual damage or posting a bond or other securityany bond, to obtain a temporary restraining order and/or a preliminary injunction restraining Employee enjoin, preliminarily and permanently, Grantee from engaging in activities prohibited hereby or such other relief as may be required violating the Restrictive Covenants and to have the Restrictive Covenants specifically enforce enforced by any court of competent jurisdiction, it being agreed that any breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Xxxxxxx understands and agrees that if he violates any of the covenants contained hereinobligations set forth in the Restrictive Covenants, the Restricted Period shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the Restricted Period. In additionSuch rights and remedies shall be in addition to, Employee expressly acknowledges and agrees that each not in lieu of, any other rights and every restraint imposed by this letter agreement is remedies available to the Company at law or in equity. The Company and Grantee understand and agree that, if the Company and Grantee become involved in legal action regarding the enforcement of the Restrictive Covenants, the prevailing party or parties in such legal action shall be entitled, in addition to any other remedy, to recover reasonable costs and attorneys’ fees incurred in enforcing or defending action with respect to subject matter, time period and geographical areasuch covenants. If a final and non-appealable judicial determination is made that any of The Company’s ability to enforce its rights under the restrictions in this Agreement constitute an unreasonable Restrictive Covenants or otherwise unenforceable restriction, the restrictions will applicable law against Grantee shall not be rendered void but will be deemed to be modified to impaired in any way by the minimum extent necessary to remain in force and effect for existence of a claim or cause of action on the longest period and largest geographic area that would not constitute such an unreasonable part of Grantee based on, or unenforceable restriction. Notwithstanding the fact that any post-employment restriction is determined not to be specifically enforceablearising out of, the Company will nevertheless be entitled to recover monetary damages as a result of Employee’s breach of such restriction. The invalidity this Award Certificate or unenforceability of any provision of this letter agreement will not affect the validity or enforceability of any other provision hereofevent or transaction.

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 operations 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.

Enforcement of Restrictive Covenants. Without limiting the remedies available to the Company, Employee agrees and 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 thereofthreatened breach by Employee of one or more of the covenants and promises described above in “Covenants Not to Compete and Not to Solicit,” “Confidential Information,” and “Non Disparagement,” the Company will suffer irreparable harm that is not compensable solely by damages. Employee agrees that under such circumstances, the Company shall be entitled, without the necessity upon application to a court of posting a bond or other securitycompetent jurisdiction, to obtain a temporary restraining order and/or a preliminary injunction restraining Employee from engaging injunctive or other relief to enforce these promises and covenants. The Company and any other member of the Company will, in activities prohibited hereby or addition to the remedies provided in this Agreement, be entitled to avail itself of all such other relief remedies as may be required to specifically enforce any now or hereafter exist at law or in equity for compensation and for the specific enforcement of the covenants contained hereinin this Agreement. In addition, Employee expressly acknowledges and agrees that each and every restraint imposed by this letter agreement is reasonable with respect Resort to subject matter, time period and geographical area. If a final and non-appealable judicial determination is made that any of the restrictions remedy provided for in this Agreement constitute an unreasonable or otherwise unenforceable restriction, the restrictions provided for by law will not be rendered void but will be deemed to be modified to prevent the minimum extent necessary to remain in force concurrent or subsequent employment of any other appropriate remedy or remedies or preclude the Company or the Company’s recovery of monetary damages and effect for the longest period compensation. Arbitration Any and largest geographic area that would not constitute such an unreasonable all disputes arising under this Agreement or unenforceable restriction. Notwithstanding the fact that any post-out of Employee’s employment restriction is determined not to be specifically enforceable, with the Company will nevertheless be entitled resolved exclusively by arbitration administered exclusively in New Jersey by JAMS, pursuant to recover monetary damages as a result of Employee’s breach of such restrictionits then-prevailing Employment Arbitration Rules & Procedures, before an arbitrator or arbitrators whose decision shall be final, binding and conclusive on the parties, and judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. The invalidity Company shall bear any and all costs of the arbitration process, excluding any attorneys’ fees incurred by Employee with regard to such arbitration. Employee and the Company further acknowledge and agree that their agreement to arbitrate notwithstanding, due to the nature of the confidential information, trade secrets, and intellectual property belonging to the Company to which Employee has been given access, and the likelihood of significant harm that the Company would suffer in the event that such information was disclosed to third parties, nothing in this paragraph shall preclude the Company from seeking declaratory relief or unenforceability temporary, preliminary or permanent injunctive relief from a court of any provision competent jurisdiction to prevent Employee from violating, or threatening to violate, the terms under the “Covenants Not to Compete,” “Confidential Information” and “Non-Disparagement” sections of this letter agreement will not affect the validity or enforceability of any other provision hereof.Agreement. Acknowledgment (initial below): Company: Employee: