Common use of Enforcement of Restrictive Covenants Clause in Contracts

Enforcement of Restrictive Covenants. a. Employee agrees that Sections 10 and 11 may limit Employee’s ability to earn a livelihood in a business similar to the business conducted by Employer, but Employee nevertheless hereby agrees and hereby acknowledges the consideration provided to Employee in this Agreement is adequate to support the restrictions contained herein. Employee further agrees that the restrictions set forth in Sections 10 and 11 are reasonable and necessary to protect Carlyle’s trade secrets and other legitimate business needs. In the event that any court or tribunal of competent jurisdiction shall determine Sections 10 and 11 to be unenforceable or invalid for any reason, Employee and Carlyle agree that Sections 10 and 11, as applicable, shall be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in any and all respects as to which it may be enforceable, all as determined by such court or tribunal. b. Employee agrees and acknowledges that Sections 9, 10 and 11 are a material inducement to Carlyle to enter into this Agreement and, as such, it is agreed by the parties that any violation of Sections 9, 10 and 11 by Employee will constitute a material breach of this Agreement and shall entitle Employer to cease making any payment pursuant to Section 6.a. Employee and Employer agree that the remedy at law for any breach of Sections 9, 10 and 11 may be inadequate, and that Carlyle or Employee, as applicable, shall, in addition to whatever other remedies it may have at law or in equity, be entitled (without posting bond or other security) to injunctive or other equitable relief, as deemed appropriate by any court or tribunal of competent jurisdiction, to prevent a breach of Employee’s or Carlyle’s obligations as set forth in Sections 9, 10 and 11. The obligations under Sections 9, 10 and 11 shall survive the expiration or termination of this Agreement.

Enforcement of Restrictive Covenants. a. (A) Employee acknowledges that his breach of any covenant contained in Sections 8 or 9 of this Agreement will result in irreparable injury to the Company and that the Company’s remedy at law for such breach will be inadequate. Accordingly, Employee agrees and consents that Sections 10 the Company, in addition to all other remedies available at law and 11 may limit Employee’s ability in equity, shall be entitled to earn both preliminary and permanent injunctions to prevent and/or halt a livelihood in a business similar to the business conducted breach or threatened breach by Employer, but Employee nevertheless hereby agrees and hereby acknowledges the consideration provided to Employee of any covenant contained therein. (B) Each covenant contained in this Agreement is adequate shall be construed as separate and independent of any other covenant or provision of this Agreement, and the existence or assertion of any claim, demand, action, or cause of action against the Company, whether predicated upon this Agreement or otherwise, shall not constitute a defense to support the restrictions enforcement by the Company of any of the covenants contained herein. Employee further agrees that the restrictions set forth in Sections 10 and 11 are reasonable and necessary to protect Carlyle’s trade secrets and other legitimate business needs8 or 9 of this Agreement. In the event that any court the provisions of Sections 8 or tribunal 9 of competent jurisdiction shall determine Sections 10 and 11 this Agreement should ever be deemed to be unenforceable exceed the time, scope, or invalid for any reasongeographic limitations permitted by applicable law, Employee and Carlyle agree that Sections 10 and 11, as applicable, then such provisions shall be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or the maximum geographical area as to which it may be enforceable, and/or reformed to the maximum extent in any time, scope, and all respects as to which it may be enforceable, all as determined geographic limitations permitted by such law. In the event the Company is required to enforce any of its rights under this Agreement, the Company shall be entitled to recover from Employee its attorney’s fees, court or tribunalcosts, and other expenses in connection therewith. b. Employee agrees and acknowledges that Sections 9(C) Notwithstanding anything else in this Agreement, 10 and 11 are a material inducement to Carlyle to enter into this Agreement and, as such, it is agreed by the parties that any violation of Sections 9, 10 and 11 by Employee will constitute a material breach of this Agreement and shall entitle Employer to cease making any payment pursuant to Section 6.a. Employee and Employer agree that the remedy at law for any breach of Sections 9, 10 and 11 may be inadequate, and that Carlyle or Employee, as applicable, shall, in addition to whatever other remedies it may have at law or in equity, be entitled (without posting bond or other security) to injunctive or other equitable relief, as deemed appropriate by any court or tribunal of competent jurisdiction, to prevent a breach of Employee’s or Carlyle’s obligations as set forth covenants contained in Sections 9, 10 8 and 11. The obligations under Sections 9, 10 and 11 9 shall survive the expiration or termination of Employee’s employment or of this Agreement. (D) In the event of a violation by Employee of any covenant contained in Sections 8 or 9 of this Agreement, in calculating the term of the violated covenant(s), any period(s) of time required for litigation to enforce the violated covenant(s) shall not be included so that the Company shall enjoy, for 2 year(s), the full benefit of such covenant(s) without violation by Employee. (E) Employee shall present a copy of this Agreement to any prospective new employer but may redact and/or withhold Schedule A (“Compensation”).

Enforcement of Restrictive Covenants. a. Employee agrees that Sections 10 and 11 may limit Employee’s ability to earn a livelihood in a business similar to the business conducted by Employer, but Employee nevertheless hereby agrees and hereby acknowledges the consideration provided to Employee in this Agreement is adequate to support the restrictions contained herein. Employee further agrees that the restrictions set forth in Sections 10 and 11 are reasonable and necessary to protect Carlyle’s Xxxxxxx’x trade secrets and other legitimate business needs. In the event that any court or tribunal of competent jurisdiction shall determine Sections 10 and 11 to be unenforceable or invalid for any reason, Employee and Carlyle agree that Sections 10 and 11, as applicable, shall be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in any and all respects as to which it may be enforceable, all as determined by such court or tribunal. b. Employee agrees and acknowledges that Sections 9, 10 and 11 are a material inducement to Carlyle to enter into this the Employment Agreement and, as such, it is agreed by the parties that any violation of Sections 9, 10 and 11 by Employee will constitute a material breach of this the Employment Agreement and shall entitle Employer to cease making any payment pursuant to Section 6.a6.a of the Employment Agreement (as incorporated into Section 2 of this Agreement). Employee and Employer agree that the remedy at law for any breach of Sections 9, 10 and 11 may be inadequate, and that Carlyle or Employee, as applicable, shall, in addition to whatever other remedies it may have at law or in equity, be entitled (without posting bond or other security) to injunctive or other equitable relief, as deemed appropriate by any court or tribunal of competent jurisdiction, to prevent a breach of Employee’s or Carlyle’s Xxxxxxx’x obligations as set forth in Sections 9, 10 and 11. The obligations under Sections 9, 10 and 11 shall survive the expiration or termination of this Agreement.in

Enforcement of Restrictive Covenants. a. Employee agrees that Sections 10 15.1 The parties hereto acknowledge and 11 may limit Employee’s ability to earn a livelihood in a business similar to the business conducted by Employer, but Employee nevertheless hereby agrees and hereby acknowledges the consideration provided to Employee in this Agreement is adequate to support the restrictions contained herein. Employee further agrees agree that the restrictions 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 10 11, 12, 13 and 11 14 are of a special, unique and extraordinary character, the loss of which cannot be adequately compensated by monetary damages. The Executive agrees that the periods of restriction and geographic area of restriction imposed by the provisions of Section 13 are fair and reasonable and necessary 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 protect Carlyle’s trade secrets be bound by the restrictive covenants set forth in Sections 11, 12, 13 and other legitimate business needs14 the Partnership would not have entered into this 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 or tribunal of competent jurisdiction for specific performance and/or injunctive or other equitable relief (without posting a bond or other security) in order to enforce or prevent any violations of the provisions hereof. In the event of a violation by the Executive of any of the provisions of Section 13, the Restricted Period or Nonsolicitation Period, as the case may be, shall determine be tolled from the date of the violation until such violation is resolved. 15.2 If, at the time enforcement is sought of any of the provisions of Sections 10 11, 12, 13 and 11 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 geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. 15.3 The refusal or failure of the Partnership to be unenforceable or invalid enforce any of the restrictive covenants set forth in Sections 11, 12, 13 and 14 against the Executive, for any reason, Employee and Carlyle agree shall not constitute an act of precedent or a defense to the enforcement by the Partnership of the restrictive covenants set forth herein, nor shall it give rise to any claim or cause of action by the Executive against the Partnership. The Executive expressly acknowledges that the restrictive covenants set forth in Sections 10 and 11, 12, 13 and 14 apply to any successor or assign of the Partnership as applicable, shall be interpreted to extend only over a direct third-party beneficiary and that such restrictive covenants are expressly intended for the maximum period benefit of time for which it may be enforceable, and/or the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in any such successor and all respects as to which it may be enforceable, all as determined by such court or tribunalassign. b. Employee 15.4 Each of the Executive and the Partnership agrees that the covenants made in Sections 11, 12, 13 and acknowledges that Sections 9, 10 and 11 are a material inducement to Carlyle to enter into this Agreement and, 14 shall (i) be construed as such, it is agreed by the parties that an agreement independent of any violation of Sections 9, 10 and 11 by Employee will constitute a material breach other provision of this Agreement and shall entitle Employer to cease making survive any payment pursuant to Section 6.a. Employee and Employer agree that the remedy at law for any breach order of Sections 9, 10 and 11 may be inadequate, and that Carlyle or Employee, as applicable, shall, in addition to whatever other remedies it may have at law or in equity, be entitled (without posting bond or other security) to injunctive or other equitable relief, as deemed appropriate by any a court or tribunal of competent jurisdiction, to prevent a breach of Employee’s or Carlyle’s obligations as set forth in Sections 9, 10 and 11. The obligations under Sections 9, 10 and 11 shall survive the expiration or termination jurisdiction terminating any other provision of this Agreement, and (ii) in the case of the covenants made in Section 13, 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.

Enforcement of Restrictive Covenants. a. Employee agrees that Sections 10 11 and 11 12 may briefly limit Employee’s ability to earn a livelihood in a business similar to the business conducted by EmployerXxxxxxx’x business, but Employee nevertheless hereby agrees and hereby acknowledges that the consideration provided to Employee in this Agreement is adequate to support the restrictions contained herein. Employee further agrees that the restrictions set forth in these Sections 10 11 and 11 12 are reasonable and necessary to protect Carlyle’s Xxxxxxx’x confidential information (including trade secrets secrets), goodwill and other legitimate business needs. In the event that any court or tribunal of competent jurisdiction shall determine these Sections 10 11 and 11 12 to be unenforceable or invalid for any reason, Employee and Carlyle agree that these Sections 10 11 and 11, as applicable, 12 shall be interpreted to extend only over the maximum period of time time, geographic area and scope of activities for which it may be enforceable, and/or the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in any and all respects as to which it may be enforceable, all as determined by such court or tribunal. b. Employee agrees and acknowledges that Sections 910, 10 11 and 11 12 are a material inducement to Carlyle to enter into this Agreement and, as such, it is agreed by the parties Carlyle and Employee that any violation of Sections 910, 10 11 and 11 12 by Employee will constitute a material breach of this Agreement and shall entitle Employer Carlyle to cease making any payment pursuant to Section 6.athis Agreement, among other remedies. Employee and Employer Carlyle further agree that the remedy at law for any breach or threatened breach of Sections 910, 10 11 and 11 12 by Employee may be inadequate, and that Carlyle or Employee, as applicable, shall, in addition to whatever other remedies it Carlyle may have at law or in equity, be entitled (without posting bond or other security) to injunctive or relief, specific performance and/or other equitable relief, as deemed appropriate by any court or tribunal of competent jurisdiction, to prevent a breach of Employee’s or Carlyle’s obligations as set forth in Sections 910, 10 11 and 1112. The obligations under Sections 910, 10 11 and 11 12 shall survive the termination of Employee’s employment and the expiration or termination of this Agreement.