Equitable Enforcement. Notwithstanding anything to the contrary contained in this Section 12.11, any claim by either party for injunctive or other equitable relief, including specific performance (including specific performance of the agreement to resolve disputes related to or arising out of accounting matters contained in Section 12.11(a) and the agreement to arbitrate contained in Section 12.11(b)), may be brought in any state or federal court located in the Southern District of New York in the State of New York, before or as a result of arbitration, and any judgment, order or decree relating thereto shall have precedence over any arbitral award or proceeding. Each of Parent, Sub, Times Mirror and HOL irrevocably submits to the exclusive jurisdiction of the state or federal courts situated in the Southern District in the State of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of Parent, Sub, Times Mirror and HOL agrees to commence any action, suit or proceeding relating hereto in any of such courts only. Each of Parent, Sub, Times Mirror and HOL further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth in Section 12.5 above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of Parent, Sub, Times Mirror and HOL irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in any of such courts only and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
Equitable Enforcement. The parties acknowledge and agree that in the event of a breach or threatened breach of this Agreement, or a party’s failure to perform any provision hereof to be performed by that party, damages would be extremely difficult if not impossible to determine, and that the other parties to this Agreement would not have any adequate remedy at law. The parties agree that an arbitrator may grant injunctive relief and specific performance in his or her award, and that any court having jurisdiction may enforce such equitable relief.
Equitable Enforcement. The Executive represents and agrees that he finds the restrictions contained in Sections 3.4, 9.2 and 9.3 hereof to be fair and reasonable. He also understands, acknowledges and agrees that if he were to breach any of his obligations contained in Sections 3.4, 9.2 or 9.3 hereof, the Company would suffer immediate and irreparable harm, and that an award of money damages would not be adequate to fully compensate the Company for such harm. Accordingly, if the Executive breaches or threatens to breach any of his obligations contained in Sections 3.4, 9.2 or 9.3 hereof, the Company shall be entitled to a temporary restraining order and a preliminary or temporary injunction, from any court having jurisdiction, until the issue of such breach or threatened breach is finally determined by arbitration pursuant to Section 10 hereof. If such court determines that it is reasonably likely that an arbitrator or arbitrators will find that any of those obligations are not enforceable, in whole or in part, due to any unreasonable restriction of duration, geographical area or activity, or any combination thereof, such court shall nevertheless enjoin the breach thereof as to such duration, geographical area and activity that the court determines is fair and reasonable, pending arbitration proceedings to settle any controversy or claim relating to the enforceability of the Executive’s obligations under Sections 3.4, 9.2 or 9.3 hereof. The court shall not require the Company to post any bond or other surety as a condition to granting and maintaining any temporary restraining order or preliminary injunction pursuant to this Section 9.4.
Equitable Enforcement. Xxxxx recognizes that irreparable injury will result to the Trinity in the event of a breach by him of any of the covenants and agreements contained herein, and he agrees that, in the event of any such breach, Trinity shall be entitled, in addition to any other remedies (including, but not limited to, the recovery of monetary damages) available to them or any of them, to obtain an injunction to restrain the continuation or repetition of such breach or a similar breach by Xxxxx.
Equitable Enforcement. Xxxxx recognizes that irreparable injury will result to the Companies and their subsidiaries and affiliates and their respective assets and Businesses in the event of a breach by him of any of the convenants and agreements contained in Section 6 hereof, and he agrees that, in the event of any such breach, the Companies and their subsidiaries and affiliates shall be entitled, in addition to any other remedies (including, but not limited to, the recovery of monetary damages) available to them or any of them, to obtain an injunction to restrain the continuation or repetition of such breach or a similar breach by Xxxxx.
Equitable Enforcement. Notwithstanding anything to the contrary contained herein, any claim by either party for injunctive or other equitable relief, including specific performance (including specific performance of the agreement to resolve disputes related to or arising out of accounting matters contained herein and the agreement to arbitrate contained in Section 13.5), may be brought in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York before or as a result of arbitration, and any judgment, order or decree relating thereto shall have precedence over any arbitral award or proceeding. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of (i) the Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto agrees to commence any action, suit or proceeding relating hereto either in the United States District Court for the Southern District of New York or, if, for jurisdictional reasons, such suit, action or other proceeding may not be brought in such court, in the Supreme Court of the State of New York, New York County. Each of the parties hereto further agrees that service of any process, summons, notice or document by U.S. registered mail pursuant to Section 16 shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (x) the Supreme Court of the State of New York, New York County, or (y) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
Equitable Enforcement. The CPNM acknowledges and agrees that the terms and conditions set forth in this Article X are reasonable and necessary for the protection of HTBC's Business and HERF's Business and are necessary to prevent damage or loss to HTBC and HERF, and that any breach by CPNM of the foregoing provisions may cause HTBC and HERF irreparable injury for which there may be no adequate remedy at law. CPNM further agrees that the services to be rendered by it is of a special and unique character, which gives it a special value in the successful operation of HTBC's Business and HERF's Business. By reason thereof, CPNM agrees that HTBC and HERF shall be entitled to injunctive and equitable relief to prevent or curtail any breach of the provisions of this Article X by him, in addition to any other remedies HTBC and HERF may have under this Agreement. It is further agreed that the provisions of this Article X, shall survive the termination of this Agreement.
Equitable Enforcement. Each party hereto acknowledges and agrees that its obligations under this Consent may be equitably enforced and that it may be compelled to specifically perform its obligations under this Consent.
Equitable Enforcement. Each party hereto hereby confirms that damages at law may be an inadequate remedy for the breach or threatened breach of this Agreement and agrees that, in the event of a breach or threatened breach by a party of any provision hereof, the other party's rights and obligations hereunder shall be enforceable by specific performance, injunction, or other equitable remedy, in addition to and not in lieu of any rights to damages at law or other rights provided by statute or otherwise for a breach or threatened breach of any provision hereof. Accordingly, each party hereto hereby waives and agrees not to assert any objection to such equitable relief based upon the purported existence of an adequate remedy at law, notwithstanding that another party may also assert claims for damages at law or other claims as an alternative to, or in addition to, such equitable relief.
Equitable Enforcement. Employee acknowledges and agrees that the terms and conditions set forth in paragraphs 8 and 9 are reasonable and necessary for the protection of Employer's business and are necessary to prevent damage or loss to Employer, and that any breach by Employee of the foregoing provisions may cause Employer irreparable injury for which there may be no adequate remedy at law. Employee further agrees that the services to be rendered by him are of a special and unique character, which gives them a special value in the successful operation of Employer's business. By reason thereof, Employee agrees that Employer shall be entitled to injunctive and equitable relief to prevent or curtail any breach of the provisions of paragraphs 8 and 9 by him, in addition to any other remedies Employer may have under this Agreement. In the event it is necessary for Employer to take legal action to enforce the terms of paragraphs 8 and 9, and Employer prevails, Employee shall be responsible for the attorneys fees incurred by Employer in its successful enforcement. It is further agreed that the provisions of paragraphs 8 and 9, as well as this paragraph 10, shall survive the termination of this Agreement.
