Equitable Relief; Enforceability Sample Clauses

Equitable Relief; Enforceability. By accepting this Agreement and the Restricted Shares granted hereby, Participant agrees that the Restrictive Covenants set forth in this Section 8 are reasonable and necessary to protect the legitimate interests of the Company. In the event a violation of any of the restrictions contained in this Section 8 is established, the Company shall be entitled to seek enforcement of the provisions of this Section 8 through proceedings at law or in equity in any court of competent jurisdiction, including preliminary and permanent injunctive relief. In the event of a violation of any provision of subsection (b), (c), or (d) of this Section 8, the period for which those provisions would remain in effect shall be extended for a period of time equal to that period beginning when such violation commenced and ending when the activities constituting such violation have been finally terminated in good faith. Participant is aware that there may be defenses to the enforceability of the Restrictive Covenants set forth in this Section 8, based on time or territory considerations, and Participant knowingly, consciously, intentionally, entirely voluntarily, and irrevocably waives any and all such defenses and agrees that he or she will not assert the same in any action or other proceeding brought by the Company for the purpose of enforcing the Restrictive Covenants.
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Equitable Relief; Enforceability. Each Party acknowledges that the other Parties may be severely damaged by any breach or violation of the provisions of Section 3.1 hereof, and that such damages may not be adequately compensated by money damages. Accordingly, each Party shall independently be entitled to apply to a court for equitable relief, including temporary and permanent injunctions, against any actual or threatened breach of the covenants set forth in this Article 3 by any Party, its assignees or Affiliates, without having to demonstrate special or unique damages, in addition to all other rights and remedies which may otherwise be available to it in law or at equity.
Sample 1
Equitable Relief; Enforceability. The Members understand and agree that, in the event of a breach of this Section 14, remedies in law are not adequate, and the Company and/or any Member shall be entitled to secure the enforcement of any restriction, covenant or other provision set forth in this Section 14, in the event of a breach of the same by another Member, by means of injunction or other similar relief available at law as a matter of right, in addition to any other rights and remedies. The covenants, restrictions and other provisions set forth in this Agreement are considered by the parties to be reasonable for the purposes of protecting the value of the business and goodwill of the Company. Each of the Members acknowledges that compliance by him with the restrictions set forth in this Section 6 will not prevent him from earning a livelihood. If any
Sample 1
Equitable Relief; Enforceability. The Members understand and agree that, in the event of a breach of this Section 13, remedies in law are not adequate, and the Company and/or any Member shall be entitled to secure the enforcement of any restriction, covenant or other provision set forth in this Section 13, in the event of a breach of the same by another N! ember, by means of injunction or other similar relief available at law as a matter of right, in addition to any other rights and remedies. The covenants, restrictions and other provisions set forth in this Agreement are considered by the parties to be reasonable for the purposes of protecting the value of the business and goodwill of the Company. Each of the Members acknowledges that compliance by him with the restrictions set forth in this Section 13 will not prevent him from earning a livelihood. If any Member (a "Breaching Member") breaches any of the covenants, restrictions or other provisions of Section 13.2, in addition to its other rights and remedies, the Company and/or any' other Member shall have the right to require the Breaching Member to account for, disgorge and pay over to the Company all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by the Breaching Member from the action constituting such breach. It is the desire and intent of the parties that the covenants, restrictions and other provisions of this Agreement be enforced to the fullest extent permissible under the law's and public policies of each jurisdiction in which enforcement is sought. If any covenant and/or restriction set forth in this Agreement relating to the time period, scope of activities or geographic area of restrictions s declared or deemed invalid or unenforceable by the law's of the jurisdiction wherein it is to be enforced, by reason of being vague or unreasonable as to duration, or geographic scope, or scope of activities restricted, or for any' other reason, such agreements or covenants shall become and be immediately amended and reformed in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties.
Sample 1

Related to Equitable Relief; Enforceability

  • Proceedings; Enforceability Borrower has taken all necessary action to authorize the execution, delivery and performance of the Loan Documents. The Loan Documents have been duly executed and delivered by Borrower and constitute legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and general principles of equity. The Loan Documents are not subject to, and Borrower has not asserted, any right of rescission, set-off, counterclaim or defense, including the defense of usury. No exercise of any of the terms of the Loan Documents, or any right thereunder, will render any Loan Document unenforceable.

  • Severability; Enforceability If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held to be invalid, unenforceable, or void by the final determination of a court of competent jurisdiction in any jurisdiction and all appeals therefrom shall have failed or the time for such appeals shall have expired, as to that jurisdiction and subject to this Section 5.5, such clause or provision shall be deemed eliminated from this Agreement but the remaining provisions shall nevertheless be given full force and effect. In the event this Agreement or any portion hereof is more restrictive than permitted by the law of the jurisdiction in which enforcement is sought, this Agreement or such portion shall be limited in that jurisdiction only, and shall be enforced in that jurisdiction as so limited to the maximum extent permitted by the law of that jurisdiction.

  • Successors; Enforceability This Amendment shall be binding upon the Borrower and the Bank and their respective successors and assigns, and shall inure to the benefit of the Borrower and the Bank and the successors and assigns of the Bank. Except as hereby amended, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects.

  • Power; Enforceability Each of Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder and the consummation of the Merger have been duly authorized by all necessary action on the part of each of Parent and Merger Sub and no additional actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub; (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder; or (iii) the consummation of the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Enforceability Limitations.

  • Litigation; Enforceability The Borrower or any other Loan Party shall disavow, revoke or terminate (or attempt to terminate) any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of this Agreement, any Note or any other Loan Document or this Agreement, any Note, the Guaranty or any other Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof).

  • No Waiver; Enforceability No failure by any Credit Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity. The unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity of any other provision herein.

  • Enforceability; Severability If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.

  • Severability and Enforceability If any court of competent jurisdiction declares any provision of this Agreement invalid, void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of the remainder of this Agreement, which shall remain in full force and effect. To the extent that any court of competent jurisdiction concludes that any provision of this Agreement is void or voidable, the court shall reform such provision(s) to render the provision(s) enforceable, but only to the extent absolutely necessary to render the provision(s) enforceable.

  • Partial Enforceability If any provision of this Trust Agreement, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Trust Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

  • Authority; Enforceability This Agreement and other agreements delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by the Subscriber and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and Subscriber has full corporate power and authority necessary to enter into this Agreement and such other agreements and to perform its obligations hereunder and under all other agreements entered into by the Subscriber relating hereto.

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