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 Assuming due execution and delivery by the other parties thereto, the Borrower Loan Documents and the Funding Loan Documents to which the Borrower is a party will constitute the legal, valid and binding agreements of the Borrower enforceable against the Borrower in accordance with their terms; except in each case as enforcement may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity and by public policy.

  • No Waiver; Enforceability Failure to enforce any term of this Agreement shall not constitute a waiver of such term. If any part of this Agreement is found to be unenforceable, the rest of this Agreement will remain in effect.

  • 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 Agreement, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this 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.

  • Legal Enforceability Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without prejudice to any rights or remedies otherwise available to any party hereto, each party hereto acknowledges that damages would be an inadequate remedy for any breach of the provisions of this Agreement and agrees that the obligations of the parties hereunder shall be specifically enforceable.

  • Governing Law; Invalidity This Agreement shall be governed by Wisconsin law, excluding the laws on conflicts of laws. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the Commission thereunder. Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.

  • Governing Law and Enforceability This Contract will be governed and construed according to the Constitution and laws of the State of Colorado. If any provision of this Contract or any application of this Contract to the School is found contrary to law, such provision or application will have effect only to the extent permitted by law. Either party may revoke this Contract if a material provision is declared unlawful or unenforceable by any court of competent jurisdiction and the parties do not successfully negotiate a replacement provision. The parties agree to meet and discuss in good faith any material changes in law that may significantly impact their relationship as set forth in the Contract.

  • Authorization of Agreement; Enforceability This Agreement has been duly and validly authorized, executed and delivered by the Company. This Agreement is valid, binding and enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principals.

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