Common use of Injunctive Relief; Invalidity of Any Provision Clause in Contracts

Injunctive Relief; Invalidity of Any Provision. Grantee acknowledges that (1) his or her services to the Company, its subsidiaries, and/or its affiliates are of a special, unique and extraordinary character, (2) his or her position with the Company, its subsidiaries, and/or its affiliates will place him or her in a position of confidence and trust with respect to the operations of the Company, its subsidiaries, and/or its affiliates, (3) he or she will benefit from continued employment with the Company, its subsidiaries, and/or its affiliates, (4) the nature and periods of restrictions imposed by the covenants contained in this Section II are fair, reasonable and necessary to protect the Company, its subsidiaries, and/or its affiliates, (5) the Company, its subsidiaries, and/or its affiliates would sustain immediate and irreparable loss and damage from Grantee’s wrongful use or disclosure of the Company, its subsidiaries, and/or its affiliates’ confidential information or trade secrets and from Grantee’s unfair competition or wrongful Solicitation of Protected Relationships, including with respect to the impairment of the Company’s, its subsidiaries’, and/or its affiliates’ goodwill in its Protected Relationships, and (6) for the same reason, the Company’s remedy at law (including under any forfeiture under Section II(F) above) for any such breach will be inadequate. Accordingly, Xxxxxxx agrees and consents that the Company, in addition to the recovery of damages and all other remedies available to it, at law or in equity, shall be entitled to seek temporary, preliminary, and permanent injunctions to prevent and/or halt a breach or threatened breach by Grantee of any covenant contained in Section II hereof. If any part or provision of this Section II is determined by a court of competent jurisdiction to be invalid in whole or in part, it shall be deemed to have been amended (and the court is authorized to amend), whether as to time, area covered or otherwise, as and to the extent required for its validity under applicable law, and as so amended, shall be enforceable. The parties further agree to execute all documents necessary to evidence such amendment.

Injunctive Relief; Invalidity of Any Provision. Grantee Optionee acknowledges that (1) his or her services to the Company, its subsidiaries, and/or its affiliates are of a special, unique and extraordinary character, (2) his or her position with the Company, its subsidiaries, and/or its affiliates will place him or her in a position of confidence and trust with respect to the operations of the Company, its subsidiaries, and/or its affiliates, (3) he or she will benefit from continued employment with the Company, its subsidiaries, and/or its affiliates, (4) the nature and periods of restrictions imposed by the covenants contained in this Section II are fair, reasonable and necessary to protect the Company, its subsidiaries, and/or its affiliates, (5) the Company, its subsidiaries, and/or its affiliates would sustain immediate and irreparable loss and damage from GranteeOptionee’s wrongful use or disclosure of the Company, its subsidiaries, and/or its affiliates’ confidential information or trade secrets and from GranteeOptionee’s unfair competition or wrongful Solicitation of Protected Relationships, including with respect to the impairment of the Company’s, its subsidiaries’, and/or its affiliates’ goodwill in its Protected Relationships, and (6) for the same reason, the Company’s remedy at law (including under any forfeiture under Section II(F) above) for any such breach will be inadequate. Accordingly, Xxxxxxx Optionee agrees and consents that the Company, in addition to the recovery of damages and all other remedies available to it, at law or in equity, shall be entitled to seek temporary, preliminary, and permanent injunctions to prevent and/or halt a breach or threatened breach by Grantee Optionee of any covenant contained in Section II hereof. If any part or provision of this Section II is determined by a court of competent jurisdiction to be invalid in whole or in part, it shall be deemed to have been amended (and the court is authorized to amend), whether as to time, area covered or otherwise, as and to the extent required for its validity under applicable law, and as so amended, shall be enforceable. The parties further agree to execute all documents necessary to evidence such amendment.

Injunctive Relief; Invalidity of Any Provision. Grantee acknowledges McCox xxxnowledges that (1a) his or her services ownership of and positions as a shareholder, a director, an officer and an employee of Company afforded his access to Confidential Information regarding the Business of Company, its subsidiaries, and/or its affiliates are of a special, unique and extraordinary character, (2) his or her position with the Company, its subsidiaries, and/or its affiliates will place him or her in a position of confidence and trust with respect to the operations of the Company, its subsidiaries, and/or its affiliates, (3b) he or she will benefit from continued employment with the Companyconsummation of the transactions contemplated by the Stock Purchase Agreement, its subsidiaries, and/or its affiliatesincluding but not limited to by reason of the consideration received by him thereby, (4c) the nature and periods of restrictions imposed by the covenants contained in this Section II Sections 1 and 2 hereof are fair, reasonable and necessary to protect the Company, its subsidiaries, and/or its affiliatesCompanies, (5d) the Company, its subsidiaries, and/or its affiliates Companies would sustain immediate and irreparable loss and damage from Grantee’s wrongful use or disclosure if McCox xxxe to breach any of such covenants, (e) the Company, its subsidiaries, and/or its affiliates’ confidential information or trade secrets Companies actively conduct the Business and from Grantee’s unfair competition or wrongful Solicitation of Protected Relationships, including with respect to are actively expanding the impairment of Business throughout the Company’s, its subsidiaries’, and/or its affiliates’ goodwill in its Protected RelationshipsTerritory, and (6f) for the same reason, the Company’s Companies' remedy at law (including under any forfeiture under Section II(F) above) for any such a breach will be inadequate. Accordingly, Xxxxxxx agrees McCox xxxees and consents that the CompanyCompanies, in addition to the recovery of damages and all other remedies available to itany of them, at law or in equity, shall be entitled to to: A. seek temporary, preliminary, both preliminary and permanent injunctions to prevent and/or or halt a breach or threatened breach by Grantee of McCox xx any covenant contained in Section II either Sections 1 or 2 hereof; and B. set-off the entire amount of any Damages arising by such breach or threatened breach against the amounts, if any, then due under the Real Estate Note. If any part or provision of either of Sections 1 or 2 of this Section II Noncompetition Agreement is determined by a court of competent jurisdiction to be invalid in whole or in part, it shall be deemed to have been amended (and the court is authorized to amend)amended, whether as to time, area covered or otherwise, as and to the extent required for its validity under applicable lawby such court, and as so amended, shall be enforceable. The parties further agree to execute all documents necessary to evidence such amendment.

Injunctive Relief; Invalidity of Any Provision. Grantee The Shareholder acknowledges that (1a) his or her services ownership of and positions as a significant shareholder, a director, member of the senior management team and an employee of the Company and its subsidiaries afforded him access to Confidential Information regarding the Company, Business of the Company and its subsidiaries, and/or its affiliates are of a special, unique and extraordinary character, (2) his or her position with the Company, its subsidiaries, and/or its affiliates will place him or her in a position of confidence and trust with respect to the operations of the Company, its subsidiaries, and/or its affiliates, (3b) he or she will benefit from continued employment with the Company, its subsidiaries, and/or its affiliatesconsummation of the transactions contemplated by the Agreement by reason of the issuance of a substantial number of Res-Care Shares to him, (4c) the nature and periods of restrictions imposed by the covenants contained in this Section II Sections 1 and 2 hereof are fair, reasonable and necessary to protect the Company, its subsidiaries, and/or its affiliatesRes-Care Companies, (5d) the Company, its subsidiaries, and/or its affiliates Res-Care Companies would sustain immediate and irreparable loss and damage from Grantee’s wrongful use or disclosure if the Shareholder were to breach any of such covenants, (e) the Company, its subsidiaries, and/or its affiliates’ confidential information or trade secrets Res-Care Companies actively conduct the Business and from Grantee’s unfair competition or wrongful Solicitation of Protected Relationships, including with respect to are actively expanding the impairment of Business throughout the Company’s, its subsidiaries’, and/or its affiliates’ goodwill in its Protected Relationshipsgeographic area covered by such restrictive covenants, and (6f) for the same reason, the Company’s Res-Care Companies' remedy at law (including under any forfeiture under Section II(F) above) for any such a breach will be inadequate. Accordingly, Xxxxxxx the Shareholder agrees and consents that the CompanyRes-Care Companies, in addition to the recovery of damages and all other remedies available to itany of them, at law or in equity, shall be entitled to seek temporary, preliminary, both preliminary and permanent injunctions to prevent and/or halt a breach or threatened breach by Grantee the Shareholder of any covenant contained in Section II either Sections 1 or 2 hereof. If any part or provision of either of Sections 1 or 2 of this Section II Noncompetition Agreement is determined by a court of competent jurisdiction to be invalid in whole or in part, it shall be deemed to have been amended (and the court is authorized to amend)amended, whether as to time, area covered or otherwise, as and to the extent required for its validity under applicable law, and as so amended, shall be enforceable. The parties further agree to execute all documents necessary to evidence such amendment.