Common use of Enforcement of Restrictive Covenants Clause in Contracts

Enforcement of Restrictive Covenants. Each Seller agrees that (i) the covenants contained in this Section 5.11 are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of Purchaser, (ii) nothing shall operate to extinguish any Seller’s obligations to comply with Section 5.11(a), Section 5.11(b), and Section 5.11(c), (iii) in the event that any court of competent jurisdiction declares any term or provision of Section 5.11(a), Section 5.11(b) or Section 5.11(c) to be invalid or unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by Law, and will be enforceable as so modified, (iv) in the event of any actual or threatened breach of this Section 5.11(d), Purchaser will have no adequate remedy at Law, (v) Purchaser, in addition to any other remedies available to it at law or in equity, shall be entitled to seek an injunction, specific performance and other equitable relief to prevent any breach or threatened breach by any Seller of any term or provision of Section 5.11(a), Section 5.11(b) or Section 5.11(c) without having to post bond and without the necessity of showing actual damages or showing that monetary damages are inadequate and (vi) the Restricted Period applicable to the Sellers shall be tolled, and shall not run, during the period of any breach by such Person of any term of provision of Section 5.11(a) or Section 5.11(b). Each of the Sellers agree that he or she will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to this Section 5.11; provided, however, that the foregoing shall not prohibit or otherwise limit the Sellers’ ability to defend against a claim that a breach of this Agreement has occurred. The restrictive covenants set forth in this Section 5.11 shall be construed as agreements independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Seller against the Companies or Purchaser, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Companies or Purchaser of any restrictive covenant set forth in this Section 5.11.

Enforcement of Restrictive Covenants. Each member of the Seller Group, Seller and Purchaser covenants and agrees that (i) its agreement to the covenants contained in this Section 5.17 are a material condition of each Party’s willingness to enter into this Agreement and consummate the transactions contemplated hereby, (ii) the covenants contained in this Section 5.11 5.17 are necessary to protect the goodwill, Confidential Informationconfidential information, trade secrets and other legitimate interests of the Distribution Business, the Purchased Entities, Seller and Purchaser, and any breach of such covenants would result in irreparable damage to the other Party, (iiiii) nothing in addition and not in the alternative to any other remedies available to it, Purchaser and Seller, as applicable, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by Purchaser, any member of the Seller Group or Seller of any such covenants, without having to post a bond or other security, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder, (iv) the Restricted Period applicable to Purchaser, each member of the Seller Group and Seller shall be tolled, and shall not run, during the period of any breach by such Person of any such covenants, (v) no breach of any provision of this Agreement shall operate to extinguish any Seller’s obligations or Purchaser’s obligation to comply with this Section 5.11(a), Section 5.11(b)5.17, and Section 5.11(c), (iiivi) in the event that the final judgment of any court of competent jurisdiction declares any term or provision of this Section 5.11(a), Section 5.11(b) or Section 5.11(c) 5.17 to be invalid or unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that such term or provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by applicable Law, and will be enforceable as so modified, (iv) in the event of any actual or threatened breach of this Section 5.11(d), Purchaser will have no adequate remedy at Law, (v) Purchaser, in addition to any other remedies available to it at law or in equity, shall be entitled to seek an injunction, specific performance and other equitable relief to prevent any breach or threatened breach by any Seller of any term or provision of Section 5.11(a), Section 5.11(b) or Section 5.11(c) without having to post bond and without the necessity of showing actual damages or showing that monetary damages are inadequate and (vi) the Restricted Period applicable to the Sellers shall be tolled, and shall not run, during the period of any breach by such Person of any term of provision of Section 5.11(a) or Section 5.11(b). Each of the Sellers agree that he or she will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to this Section 5.11; provided, however, that the foregoing shall not prohibit or otherwise limit the Sellers’ ability to defend against a claim that a breach of this Agreement has occurred. The restrictive covenants set forth in this Section 5.11 shall be construed as agreements independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Seller against the Companies or Purchaser, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Companies or Purchaser of any restrictive covenant set forth in this Section 5.11.

Enforcement of Restrictive Covenants. Each Seller agrees that (i) its agreement to the covenants contained in this Section 5.13 is a material condition of Purchaser’s willingness to enter into this Agreement and consummate the contemplated Transactions, (ii) the covenants contained in this Section 5.11 5.13 are necessary to protect the goodwill, Confidential Informationconfidential information, trade secrets and other legitimate interests of the Group Companies and Purchaser, (ii) nothing shall operate to extinguish any Seller’s obligations to comply with Section 5.11(a), Section 5.11(b), and Section 5.11(c), (iii) in addition and not in the alternative to any other remedies available to it, Purchaser shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by Seller of any such covenants, without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder, (iv) the Restricted Period applicable to Seller shall be tolled, and shall not run, during the period of any actual breach by Seller of any such covenants, (v) no breach of any provision of this Agreement shall operate to extinguish Seller’s obligation to comply with this Section 5.13, and (vi) in the event that the final judgment of any court of competent jurisdiction declares any term or provision of this Section 5.11(a), Section 5.11(b) or Section 5.11(c) 5.13 to be invalid or unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by applicable Law, and will be enforceable as so modified, (iv) in the event of any actual or threatened breach of this Section 5.11(d), Purchaser will have no adequate remedy at Law, (v) Purchaser, in addition to any other remedies available to it at law or in equity, shall be entitled to seek an injunction, specific performance and other equitable relief to prevent any breach or threatened breach by any Seller of any term or provision of Section 5.11(a), Section 5.11(b) or Section 5.11(c) without having to post bond and without the necessity of showing actual damages or showing that monetary damages are inadequate and (vi) the Restricted Period applicable to the Sellers shall be tolled, and shall not run, during the period of any breach by such Person of any term of provision of Section 5.11(a) or Section 5.11(b). Each of the Sellers agree that he or she will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to this Section 5.11; provided, however, that the foregoing shall not prohibit or otherwise limit the Sellers’ ability to defend against a claim that a breach of this Agreement has occurred. The restrictive covenants set forth in this Section 5.11 shall be construed as agreements independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Seller against the Companies or Purchaser, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Companies or Purchaser of any restrictive covenant set forth in this Section 5.11.

Enforcement of Restrictive Covenants. Each Seller Transferor agrees that (i) the covenants contained in this Section 5.11 5.12 are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of PurchaserTransferee, (ii) nothing shall operate to extinguish any SellerTransferor’s obligations to comply with Section 5.11(a5.12(a), Section 5.11(b5.12(b), and Section 5.11(c5.12(c), (iii) in the event that any court of competent jurisdiction declares any term or provision of Section 5.11(a5.12(a), Section 5.11(b5.12(b) or Section 5.11(c5.12(c) to be invalid or unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by Law, and will be enforceable as so modified, (iv) in the event of any actual or threatened breach of this Section 5.11(d)5.12, Purchaser Transferee will have no adequate remedy at Law, (v) PurchaserTransferee, in addition to any other remedies available to it at law or in equity, shall be entitled to seek an injunction, specific performance and other equitable relief to prevent any breach or threatened breach by any Seller Transferor of any term or provision of Section 5.11(a5.12(a), Section 5.11(b5.12(b) or Section 5.11(c5.12(c) without having to post bond and without the necessity of showing actual damages or showing that monetary damages are inadequate and (vi) the Restricted Period applicable to the Sellers Transferors shall be tolled, and shall not run, during the period of any breach by such Person of any term of provision of Section 5.11(a5.12(a) or Section 5.11(b5.12(b). Each of the Sellers agree Transferors agrees that he or she will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to this Section 5.115.12; provided, however, that the foregoing shall not prohibit or otherwise limit the SellersTransferors’ ability to defend against a claim that a breach of this Agreement has occurred. The restrictive covenants set forth in this Section 5.11 5.12 shall be construed as agreements independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Seller Transferor against the Companies or PurchaserTransferee, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Companies or Purchaser Transferee of any restrictive covenant set forth in this Section 5.115.12.

Enforcement of Restrictive Covenants. Each Seller 15.1 The parties hereto acknowledge and agree that the Partnership and its Subsidiaries will suffer irreparable harm from a breach by the Executive of any of the covenants or agreements contained in Sections 11, 12, 13 and 14. The Executive further acknowledges that the restrictive covenants set forth in Sections 11, 12, 13 and 14 are of a special, unique and extraordinary character, the loss of which cannot be adequately compensated by monetary damages. The Executive agrees that (i) the periods of restriction and geographic area of restriction imposed by the provisions of Section 13 are fair and reasonable and are reasonably required for the protection of the Employer, in whose favor such restrictions operate. The Executive acknowledges that, but for the Executive’s agreements to be bound by the restrictive covenants contained set forth in Sections 11, 12, 13 and 14 the Partnership would not have entered into this Section 5.11 are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of Purchaser, (ii) nothing shall operate to extinguish any Seller’s obligations to comply with Section 5.11(a), Section 5.11(b), and Section 5.11(c), (iii) in Agreement. In the event that of an alleged or threatened breach by the Executive of any of the provisions of Sections 11, 12, 13 and 14, the Partnership or its successor or assign may, in addition to all other rights and remedies existing in its or their favor, apply to any court of competent jurisdiction declares any term for specific performance and/or injunctive or provision of Section 5.11(a), Section 5.11(b) other equitable relief (without posting a bond or Section 5.11(c) to be invalid or unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by Law, and will be enforceable as so modified, (ivother security) in order to enforce or prevent any violations of the provisions hereof. In the event of a violation by the Executive of any actual of the provisions of Section 13, the Restricted Period or threatened breach of this Section 5.11(d)Nonsolicitation Period, Purchaser will have no adequate remedy at Law, (v) Purchaser, in addition to any other remedies available to it at law or in equityas the case may be, shall be entitled to seek an injunctiontolled from the date of the violation until such violation is resolved. 15.2 If, specific performance and other equitable relief to prevent any breach or threatened breach by any Seller at the time enforcement is sought of any term of the provisions of Sections 11, 12, 13 and 14, a court of competent jurisdiction holds that the restrictions stated therein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum period, scope or provision of Section 5.11(a), Section 5.11(b) or Section 5.11(c) without having to post bond and without the necessity of showing actual damages or showing that monetary damages are inadequate and (vi) the Restricted Period applicable to the Sellers geographical area reasonable under such circumstances shall be tolledsubstituted for the stated period, and shall not run, during the period of any breach by such Person of any term of provision of Section 5.11(a) scope or Section 5.11(b). Each area. 15.3 The refusal or failure of the Sellers agree that he or she will not oppose Partnership to enforce any of the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to this Section 5.11; provided, however, that the foregoing shall not prohibit or otherwise limit the Sellers’ ability to defend against a claim that a breach of this Agreement has occurred. The restrictive covenants set forth in this Section 5.11 shall be construed as agreements independent of any other provision in this AgreementSections 11, 12, 13 and the existence of any claim or cause of action of any Seller 14 against the Companies or PurchaserExecutive, whether predicated upon this Agreement or otherwisefor any reason, shall not constitute an act of precedent or a defense to the enforcement by the Companies Partnership of the restrictive covenants set forth herein, nor shall it give rise to any claim or Purchaser cause of any action by the Executive against the Partnership. The Executive expressly acknowledges that the restrictive covenant covenants set forth in Sections 11, 12, 13 and 14 apply to any successor or assign of the Partnership as a direct third-party beneficiary and that such restrictive covenants are expressly intended for the benefit of such successor and assign. 15.4 Each of the Executive and the Partnership agrees that the covenants made in Sections 11, 12, 13 and 14 shall (i) be construed as an agreement independent of any other provision of this Agreement and shall survive any order of a court of competent jurisdiction terminating any other provision of this Agreement, and (ii) in the case of the covenants made in Section 5.1113, shall be deemed to be a series of separate covenants, one for each county or province of each and every state, territory or jurisdiction of each country within the applicable geographic territory and one for each month of the Restricted Period or the Nonsolicitation Period, as the case may be.