Enforcement of Restrictive Covenants. i. The Company and Grantee specifically acknowledge and agree that the remedy at law for any breach of the Restrictive Covenants shall be inadequate, and that in the event Grantee breaches any of the Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Grantee from violating the Restrictive Covenants and to have the Restrictive Covenants specifically 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 obligations 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. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and 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 such covenants. The Company’s ability to enforce its rights under the Restrictive Covenants or applicable law against Grantee shall not be impaired in any way by the existence of a claim or cause of action on the part of Grantee based on, or arising out of, this Award Certificate or any other event or transaction. ii. Xxxxxxx acknowledges and agrees that each 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 their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive Covenants, or any other provision of this Section 17, be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of 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.
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Samples: Performance Based Restricted Stock Unit Award Agreement (FB Financial Corp), Performance Based Restricted Stock Unit Award Agreement (FB Financial Corp)
Enforcement of Restrictive Covenants. i. The a. Because of the difficulty in measuring economic losses to the Company and Grantee specifically acknowledge and agree as the result of a breach of the foregoing covenants, Employee agrees that the remedy damages at law for any breach violation of the Restrictive Covenants shall be inadequate, and that in the event Grantee breaches any of the Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Grantee from violating the Restrictive Covenants and to have the Restrictive Covenants specifically 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 restrictive covenants contained herein would not provide be an adequate or proper remedy to the Company. Xxxxxxx understands and agrees that if he If Employee violates any of the obligations set forth provisions of such covenants, Employee agrees that the Company shall be entitled to obtain a temporary or permanent injunction, as appropriate, against Employee in any court having jurisdiction over the Restrictive Covenantsperson and the subject matter, the Restricted Period shall cease to run during the pendency prohibiting any further violation of any litigation over such violation, covenants. The Company shall not be required to post bond. The injunctive relief provided that such litigation was initiated during the Restricted Period. Such rights and remedies herein shall be in addition toto any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation.
b. Employee represents and acknowledges the foregoing restrictive covenants do not in lieu of, any other rights and remedies available respect inhibit Employee’s ability to earn a livelihood in his chosen profession without violating the Company at law or in equityrestrictive covenants contained herein. The Company and Grantee understand and agree that, if by these covenants has attempted to limit Employee’s right to compete only to the extent necessary to protect the Company from unfair competition.
c. The parties agree that the restrictive covenants contained in Section 7 of this Agreement are severable, and Grantee become involved the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in legal action regarding the enforcement 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 Restrictive Covenantsparties that such restrictions be enforced to the fullest extent which the court deems reasonable, and this Agreement shall thereby be reformed. All of the prevailing party or parties covenants in such legal action Section 6 of this Agreement shall be entitled, in addition to construed as an agreement independent of any other remedyprovision in this Agreement, to recover reasonable costs and attorneys’ fees incurred in enforcing or defending action with respect to such covenants. The Company’s ability to enforce its rights under the Restrictive Covenants or applicable law against Grantee shall not be impaired in any way by the existence of a any claim or cause of action of Employee against the Company, whether predicated on the part of Grantee based onthis Agreement or otherwise, or arising out of, this Award Certificate or any other event or transaction.
ii. Xxxxxxx acknowledges and agrees that each 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 their terms shall not constitute a defense to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive Covenants, or any other provision of this Section 17, be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of 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 enforcement by the Company to of such covenants.
d. It is specifically agreed by the parties that extent the restrictive periods following the termination of Employee’s employment stated in the manner described above and all other provisions Section 7 of this Award Certificate Agreement shall be valid and enforceablecomputed by excluding from such computation any time during which Employee is in violation of any provision of Section 7 of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Turning Point Brands, Inc.)
Enforcement of Restrictive Covenants. i. The (a) Executive acknowledges and agrees that the 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, Executive acknowledges and agrees that by virtue of the training, duties, and responsibilities attendant with Executive's employment by the Company and Grantee specifically acknowledge 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 remedy at law for any breach provisions of Sections 7 and 8 of this Agreement are not intended to eliminate Executive's post-employment competition with the Restrictive Covenants shall be inadequateCompany 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 post-employment restrictions set forth in Sections 7 and 8 are reasonable and that 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 in each such covenant and agreement is reasonably necessary to protect and preserve the event Grantee breaches any interest of the Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Grantee from violating the Restrictive Covenants and to have the Restrictive Covenants specifically 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 obligations set forth in the Restrictive CovenantsTherefore, 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. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and to all the remedies available to the Company provided at law or in equity, Executive agrees and consents that the Company shall be entitled to seek in a court of law, upon good cause shown, a temporary restraining order and a permanent injunction to prevent a breach or contemplated breach of any of the covenants or agreements of Executive contained in Sections 7 and 8 of this Agreement. 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 such covenants. The Company’s ability to enforce its rights under the Restrictive Covenants or applicable law against Grantee shall not be impaired in any way by the existence of a claim any claim, demand, action or cause of action on of Executive against the part of Grantee based on, or arising out of, this Award Certificate or any other event or transaction.
ii. Xxxxxxx acknowledges and agrees that each 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 their terms shall not constitute a defense to the maximum extent permitted enforcement by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision Company of any of the Restrictive Covenants, covenants or any other provision agreements in Sections 7 and 8 of this Section 17Agreement whether predicated upon this Agreement or otherwise, be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability and shall not render invalid, void, or unenforceable any other part or provision of this Award Certificate or such Restrictive Covenant. If any of constitute a defense to 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 enforcement by the Company to that extent in the manner described above and all other provisions of this Award Certificate shall be valid and enforceableany of its rights hereunder.
Appears in 1 contract
Enforcement of Restrictive Covenants. i. The Company and Grantee specifically acknowledge and agree that the remedy at law for any breach of the Restrictive Covenants shall be inadequate, and that in the event Grantee breaches any of the Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Grantee from violating the Restrictive Covenants and to have the Restrictive Covenants specifically 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 Grantee understands and agrees that if he violates any of the obligations 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. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and 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 such covenants. The Company’s ability to enforce its rights under the Restrictive Covenants or applicable law against Grantee shall not be impaired in any way by the existence of a claim or cause of action on the part of Grantee based on, or arising out of, this Award Certificate or any other event or transaction.
ii. Xxxxxxx Grantee acknowledges and agrees that each 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 their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive Covenants, or any other provision of this Section 17, be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of 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: Award Agreement (FB Financial Corp)
Enforcement of Restrictive Covenants. i. The Company and Grantee specifically acknowledge and agree that the remedy at law for any breach of the Restrictive Covenants shall be inadequate, and that in the event Grantee breaches any of the Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Grantee from violating the Restrictive Covenants and to have the Restrictive Covenants specifically 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 obligations 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. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and 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 such covenants. The Company’s ability to enforce its rights under the Restrictive Covenants or applicable law against Grantee shall not be impaired in any way by the existence of a claim or cause of action on the part of Grantee based on, or arising out of, this Award Certificate or any other event or transaction.
ii. Xxxxxxx acknowledges and agrees that each 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 their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive Covenants, or any other provision of this Section 1716, be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of 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: Restricted Stock Unit Award Agreement (FB Financial Corp)
Enforcement of Restrictive Covenants. i. The Company and Grantee specifically acknowledge and agree that the remedy at law for any breach of the Restrictive Covenants shall be inadequate, and that in the event Grantee breaches any of the Restrictive Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Grantee from violating the Restrictive Covenants and to have the Restrictive Covenants specifically 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 Grantee understands and agrees that if he violates any of the obligations 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. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and 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 such covenants. The Company’s ability to enforce its rights under the Restrictive Covenants or applicable law against Grantee shall not be impaired in any way by the existence of a claim or cause of action on the part of Grantee based on, or arising out of, this Award Certificate or any other event or transaction.
ii. Xxxxxxx Grantee acknowledges and agrees that each 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 their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive Covenants, or any other provision of this Section 1716, be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of 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: Restricted Stock Unit Award Agreement (FB Financial Corp)
Enforcement of Restrictive Covenants. i. The Company Employee agrees and Grantee specifically acknowledge and agree that the remedy at law for any breach of the Restrictive Covenants shall be inadequate, and acknowledges that in the event Grantee breaches any of a breach or threatened breach by Employee of one or more of the Restrictive Covenantscovenants 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 have the right and remedybe entitled, without the necessity of proving actual damage or posting any bond, upon application to enjoin, preliminarily and permanently, Grantee from violating the Restrictive Covenants and to have the Restrictive Covenants specifically enforced by any a court of competent jurisdiction, it being agreed that to obtain injunctive or other relief to enforce these promises and covenants. The Company and any breach other member of the Restrictive Covenants would cause irreparable injury Company will, in addition to the Company and that money damages would not provide an adequate remedy remedies provided in this Agreement, be entitled to the Company. Xxxxxxx understands and agrees that if he violates any avail itself of the obligations set forth in the Restrictive Covenants, the Restricted Period shall cease to run during the pendency of any litigation over all such violation, provided that such litigation was initiated during the Restricted Period. Such rights and other remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company as may now or hereafter exist at law or in equityequity for compensation and for the specific enforcement of the covenants in this Agreement. Resort to any remedy provided for in this Agreement or provided for by law will not prevent the concurrent or subsequent employment of any other appropriate remedy or remedies or preclude the Company or the Company’s recovery of monetary damages and compensation. Any and all disputes arising under this Agreement or out of Employee’s employment with the Company will be resolved exclusively by arbitration administered exclusively in New Jersey by JAMS, pursuant to its 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 Company shall bear any and Grantee understand and agree that, if the Company and Grantee become involved in legal action regarding the enforcement all costs of the Restrictive Covenantsarbitration process, the prevailing party or parties in such legal action shall be entitled, in addition to excluding any other remedy, to recover reasonable costs and attorneys’ fees incurred in enforcing or defending action by Employee with respect regard to such covenantsarbitration. The Company’s ability Employee and the Company further acknowledge and agree that their agreement to enforce its rights under arbitrate notwithstanding, due to the Restrictive Covenants or applicable law against Grantee shall not be impaired in any way by the existence of a claim or cause of action on the part of Grantee based on, or arising out of, this Award Certificate or any other event or transaction.
ii. Xxxxxxx acknowledges and agrees that each nature of the Restrictive Covenants is reasonable confidential information, trade secrets, and valid in time intellectual property belonging to the Company to which Employee has been given access, and scope and in all other respects. The Company and Grantee agree that it is their intention the likelihood of significant harm that the Restrictive Covenants be enforced Company would suffer in accordance with their terms the event that such information was disclosed to third parties, nothing in this paragraph shall preclude the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part Company from seeking declaratory relief or provision of any of the Restrictive Covenantstemporary, preliminary or any other provision of this Section 17, be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Award Certificate or such Restrictive Covenant. If any of the provisions of the Restrictive Covenants should ever be held by permanent injunctive relief from a court of competent jurisdiction to exceed prevent Employee from violating, or threatening to violate, the scope permitted by terms under the applicable law, such provision or provisions shall be automatically modified “Covenants Not to such lesser scope as such court may deem just Compete,” “Confidential Information” 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 “Non-Disparagement” sections of this Award Certificate shall be valid and enforceable.Agreement. Company: Employee:
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