Common use of Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction Clause in Contracts

Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that a breach by Executive of any of Section 10, 11, 12, 13 or 14 is a material breach of this Agreement and that remedies at law may be inadequate to protect the Company and its Affiliates in the event of such breach, and, without prejudice to any other rights and remedies otherwise available to the Company, Executive agrees to the granting of injunctive relief in the Company’s favor in connection with any such breach or violation without proof of irreparable harm, plus attorneys’ fees and costs to enforce these provisions. Executive further acknowledges and agrees that the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right pursuant to Section 9 is subject to Executive’s compliance with Executive’s obligations under Sections 10 through 14 inclusive, and that in the event of a breach by Executive of any of Section 10, 11, 12, 13 or 14, the Company shall immediately cease paying such benefits and Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached. All disputes not relating to any request or application for injunctive relief in accordance with this Section 15 shall be resolved by arbitration in accordance with Section 20 (b).

Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that a breach by Executive of any of Section 9, 10, 11, 12, 13 or 14 is a material breach of this Agreement and that remedies at law may be inadequate to protect the Company and its Affiliates in the event of such breach, and, without prejudice to any other rights and remedies otherwise available to the Company, Executive agrees to the granting of injunctive relief in the Company’s favor in connection with any such breach or violation without proof of irreparable harm, plus attorneys’ fees and costs to enforce these provisions. Executive further acknowledges and agrees that the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right pursuant to Section 9 8 is subject to Executive’s compliance with Executive’s obligations under Sections 10 9 through 14 inclusive, and that in the event of a breach by Executive of any of Section 9, 10, 11, 12, 13 or 14, the Company shall immediately cease paying such benefits and Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 98. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f8(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached. All disputes not relating to any request or application for injunctive relief in accordance with this Section 15 shall be resolved by arbitration in accordance with Section 20 (b18(b).

Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that a breach by Executive of any of Section 10, 11, 12, 13 or 14 is a material breach of this Agreement and that remedies at law may be inadequate to protect the Company and its Affiliates in the event of such breach, and, without prejudice to any other rights and remedies otherwise available to the Company, Executive agrees to the granting of injunctive relief in the Company’s favor in connection with any such breach or violation without proof of irreparable harm, plus attorneys’ fees and costs to enforce these provisions. Executive further acknowledges and agrees that the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right pursuant to Section 9 is subject to Executive’s compliance with Executive’s obligations under Sections 10 through 14 inclusive, and that in the event of a breach by Executive of any of Section 10, 11, 12, 13 or 14, the Company shall immediately cease paying such benefits and Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached. All disputes not relating to any request or application for injunctive relief in accordance with this Section 15 shall be resolved by arbitration in accordance with Section 20 (b).

Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that a breach by Executive of any of Section 9, 10, 11, 12, 12 or 13 or 14 is a material breach of this Agreement and that remedies at law may be inadequate to protect the Company and its Affiliates in the event of such breach, and, without prejudice to any other rights and remedies otherwise available to the Company, Executive agrees to the granting of injunctive relief in the Company’s favor in connection with any such breach or violation without proof of irreparable harm, plus attorneys’ fees and costs to enforce these provisions. Executive further acknowledges and agrees that the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right pursuant to Section 9 8 is subject to Executive’s compliance with Executive’s obligations under Sections 10 9 through 14 13 inclusive, and that in the event of a breach by Executive of any of Section 9, 10, 11, 12, 13 12 or 1413, the Company shall immediately cease paying such benefits and Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 98. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f8(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached. All disputes not relating to any request or application for injunctive relief in accordance with this Section 15 14 shall be resolved by arbitration in accordance with Section 20 (b19(b).

Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that a breach by Executive of any of Section 10, 11, 12, 13 or 14 of the Agreement is a material breach of this Agreement and that remedies at law may be inadequate to protect the Company and its Affiliates in the event of such breach, and, without prejudice to any other legal or equitable rights and remedies otherwise available to the Company, Executive agrees to the granting of injunctive relief in the Company’s favor in connection with any such breach or violation without proof of irreparable harm, plus . Executive further agrees that if the Company is entitled to receive from Executive its attorneys’ fees and costs to enforce these provisionsthe provisions of this Agreement. Executive further acknowledges and agrees that the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right pursuant to Section 9 7 is subject to Executive’s compliance with Executive’s obligations under Sections 8 through 10 through 14 inclusive, and that in the event of a breach by Executive of any of Section 8 through 10, 11, 12, 13 or 14, the Company shall immediately cease paying such benefits and Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 97. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f7(c) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached. All disputes not relating to any request or application for injunctive relief in accordance with this Section 15 shall be resolved by arbitration in accordance with Section 20 (b).

Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that a breach by Executive of any of Section 106, 117, 12or 8, 13 or 14 is a material breach of this Agreement and that remedies at law may be inadequate to protect the Company and its Affiliates in the event of such breach, and, without prejudice to any other rights and remedies otherwise available to the Company, Executive agrees to the granting of injunctive relief in the Company’s favor in connection with any such breach or violation without proof of irreparable harm, plus attorneys’ fees and costs to enforce these provisions. Executive further acknowledges and agrees that the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right pursuant to Section 9 5 is subject to Executive’s compliance with Executive’s obligations under Sections 10 6 through 14 8 inclusive, and that in the event of a breach by Executive of any of Section 106, 117, 12, 13 or 148, the Company shall immediately cease paying such benefits and Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 95. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f5(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached. All disputes not relating to any request or application for injunctive relief in accordance with this Section 15 9 shall be resolved by arbitration in accordance with Section 20 (b13(b).

Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges that, in the course of his employment with the Company, Executive will obtain confidential and agrees that a breach by Executive proprietary information and trade secrets concerning the business and operations of any of Section 10, 11, 12, 13 or 14 is a material breach of this Agreement and that remedies at law may be inadequate to protect the Company and its Affiliates in Europe, the event United States, the Pacific Rim and the rest of the world that could be used to compete unfairly with the Company and its Affiliates; the covenants and restrictions contained in Sections 8 through 13, inclusive, are intended to protect the legitimate interests of the Company and its Affiliates in their respective goodwill, trade secrets and other confidential and proprietary information; and Executive desires to be bound by such covenants and restrictions. Executive acknowledges and agrees that the covenants, obligations and agreements of Executive contained in Sections 8, 9, 10, 11, 12 and 13 relate to special, unique and extraordinary matters and that a violation of any of the terms of such breachcovenants, andobligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without prejudice the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies otherwise available Employer may have. Gemplus US, Gemplus and Executive hereby irrevocably submit to the Companyexclusive jurisdiction of the courts of France located, Executive agrees to in Marseilles, France, in respect of the granting interpretation and enforceability of injunctive Section 9 and any request or application for equitable relief in respect of any violation of Section 9 and the parties hereto irrevocably agree that (a) the covenants and restrictions contained in Section 9 shall be governed by and construed in accordance with the laws of France, without reference to principles of conflicts of laws, (b) sole and exclusive appropriate venue for any such suit, proceeding request or application shall be in such a court, (c) all claims with respect to any such suit, proceeding request or application shall be heard and determined exclusively in such a court, (d) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any such suit, proceeding request or application and (e) each party hereby waives any and all objections and defenses to bringing any such suit, proceeding request or application before such a court in accordance with the provisions of this Section 13. Notwithstanding any other provision hereof, the Company’s favor in connection with any such breach or violation without proof of irreparable harm, plus attorneys’ fees and costs to enforce these provisions. Executive further acknowledges and agrees that the Company’s obligations 's obligation to pay or provide Executive any amount or provide Executive with any benefit or right pursuant to Section 9 7(f) is subject to Executive’s 's compliance with Executive’s his obligations under Sections 9, 10 through 14 inclusiveand 11. In addition, and that as liquidated damages, Executive agrees that, in the event of Executive commits a material breach by Executive of any such sections, (i) the right of Section 10, 11, 12, 13 or 14, Gemplus to repurchase any Options Shares that has lapsed as a result of the Company shall immediately cease paying such benefits and Executive termination of Executive's employment shall be obligated reinstated and Gemplus shall have three months from the date of such reinstatement to immediately repay exercise its right to the Company all repurchase such Option Shares and (ii) any amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, 7(f) shall be repaid by Executive to the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached. All disputes not relating to any request or application for injunctive relief in accordance with this Section 15 shall be resolved by arbitration in accordance with Section 20 (b)promptly upon demand.

Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that a breach by Executive of any of Section 10‎9, 11‎10, 12‎10(d), 13 ‎12, ‎13 or 14 ‎14 is a material breach of this Agreement and that remedies at law may be inadequate to protect the Company and its Affiliates in the event of such breach, and, without prejudice to any other rights and remedies otherwise available to the Company, Executive agrees to the granting of injunctive relief in the Company’s favor in connection with any such breach or violation without proof of irreparable harm, plus attorneys’ fees and costs to enforce these provisions. Executive further acknowledges and agrees that the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right pursuant to Section 9 ‎8 is subject to Executive’s compliance with Executive’s obligations under Sections 10 ‎9 through 14 ‎14 inclusive, and that in the event of a breach by Executive of any of Section 10‎9, 11‎10, 12‎10(d), 13 ‎12, ‎13 or 14‎14, the Company shall immediately cease paying such benefits and Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9‎8. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations‎8(f). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached. All disputes not relating to any request or application for injunctive relief in accordance with this Section 15 ‎15 shall be resolved by arbitration in accordance with Section 20 (b‎18(b).

Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that a breach by Executive of any of Section 9, 10, 11, 12, 12 or 13 or 14 is a material breach of this Agreement and that remedies at law may be inadequate to protect the Company and its Affiliates in the event of such breach, and, without prejudice to any other rights and remedies otherwise available to the Company, Executive agrees to the granting of injunctive relief in the Company’s favor in connection with any such breach or violation without proof of irreparable harm, plus attorneys’ fees and costs to enforce these provisions. Executive further acknowledges and agrees that the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right pursuant to Section 9 8 is subject to Executive’s compliance with Executive’s obligations under Sections 10 9 through 14 13 inclusive, and that in the event of a breach by Executive of any of Section 9, 10, 11, 12, 13 12 or 1413, the Company shall immediately cease paying such benefits and Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 98. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f8(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached. All disputes not relating to any request or application for injunctive relief in accordance with this Section 15 14 shall be resolved by arbitration in accordance with Section 20 19 (b).

Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that a breach by Executive of any of Section 9, 10, 11, 12, 13 or 14 is a material breach of this Agreement and that remedies at law may be inadequate to protect the Company and its Affiliates in the event of such breach, and, without prejudice to any other rights and remedies otherwise available to the Company, Executive agrees to the granting of injunctive relief in the Company’s favor in connection with any such breach or violation without ​ proof of irreparable harm, plus attorneys’ fees and costs to enforce these provisions. Executive further acknowledges and agrees that the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right pursuant to Section 9 8 is subject to Executive’s compliance with Executive’s obligations under Sections 10 9 through 14 inclusive, and that in the event of a breach by Executive of any of Section 9, 10, 11, 12, 13 or 14, the Company shall immediately cease paying such benefits and Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 98. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f8(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached. All disputes not relating to any request or application for injunctive relief in accordance with this Section 15 shall be resolved by arbitration in accordance with Section 20 (b18(b).. ​

Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that a breach by Executive of any of Section 9, 10, 11, 12, 13 or 14 is a material breach of this Agreement and that remedies at law may be inadequate to protect the Company and its Affiliates in the event of such breach, and, without prejudice to any other rights and remedies otherwise available to the Company, Executive agrees to the granting of injunctive relief in the Company’s favor in connection with any such breach or violation without proof of irreparable harm, plus attorneys’ fees and costs to enforce these provisions. Executive further acknowledges and agrees that the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right pursuant to Section 9 8 is subject to Executive’s compliance with Executive’s obligations under Sections 10 9 through 14 inclusive, and that in the event of a breach by Executive of any of Section 9, 10, 11, 12, 13 or 14, the Company shall immediately cease paying such benefits and ​ Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 98. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f8(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached. All disputes not relating to any request or application for injunctive relief in accordance with this Section 15 shall be resolved by arbitration in accordance with Section 20 (b18(b).. ​

Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that a breach by Executive of any of Section 9, 10, 1110(d), 12, 13 or 14 is a material breach of this Agreement and that remedies at law may be inadequate to protect the Company and its Affiliates in the event of such breach, and, without prejudice to any other rights and remedies otherwise available to the Company, Executive agrees to the granting of injunctive relief in the Company’s favor in connection with any such breach or violation without proof of irreparable harm, plus attorneys’ fees and costs to enforce these provisions. Executive further acknowledges and agrees that the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right pursuant to Section 9 8 is subject to Executive’s compliance with Executive’s obligations under Sections 10 9 through 14 inclusive, and that in the event of a breach by Executive of any of Section 9, 10, 1110(d), 12, 13 or 14, the Company shall immediately cease paying such benefits and Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 98. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations8(f). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached. All disputes not relating to any request or application for injunctive relief in accordance with this Section 15 shall be resolved by arbitration in accordance with Section 20 (b18(b).. ​ ​

Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that a breach by Executive of any of Section 9, 10, 11, 120, 13 or 14 is a material breach of this Agreement and that remedies at law may be inadequate to protect the Company and its Affiliates in the event of such breach, and, without prejudice to any other rights and remedies otherwise available to the Company, Executive agrees to the granting of injunctive relief in the Company’s favor in connection with any such breach or violation without proof of irreparable harm, plus attorneys’ fees and costs to enforce these provisions. Executive further acknowledges and agrees that the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right pursuant to Section 9 8 is subject to Executive’s compliance with Executive’s obligations under Sections 10 9 through 14 inclusive, and that in the event of a breach by Executive of any of Section 9, 10, 11, 120, 13 or 14, the Company shall immediately cease paying such benefits and Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 98. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f8(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances, and the Company would suffer irreparable harm if any of these Sections were breached. All disputes not relating to any request or application for injunctive relief in accordance with this Section 15 shall be resolved by arbitration in accordance with Section 20 (b18(b).

Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that a breach by the covenants, obligations and agreements of Executive of any of Section contained in Sections 8, 9, 10, 11, 1212 and 13 relate to special, 13 or 14 is a material breach of this Agreement unique and extraordinary matters and that remedies at law may be inadequate to protect a violation of any of the terms of such covenants, obligations and agreements will cause the Company and its Affiliates in irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the event Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such breachcovenants, and, without prejudice obligations and agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies otherwise available the Company may have. If the Company does not substantially prevail in obtaining and confirming the injunctive relief it seeks, the Company shall reimburse the Executive for any and all legal expenses (including attorneys' fees and reasonable travel expenses) incurred by him in defending against the imposition of such injunctive relief. Holding, RIC Holding, the Company and Executive hereby irrevocably submit to the Companyexclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America, Executive agrees to in each case located in New York City, solely in respect of the granting injunctive remedies set forth in this Section 13 and the interpretation and enforcement of injunctive relief in the Company’s favor in connection with any such breach or violation without proof of irreparable harmSections 8, plus attorneys’ fees and costs to enforce these provisions. Executive further acknowledges and agrees that the Company’s obligations to pay Executive any amount or provide Executive with any benefit or right pursuant to Section 9 is subject to Executive’s compliance with Executive’s obligations under Sections 10 through 14 inclusive9, and that in the event of a breach by Executive of any of Section 10, 11, 12, 12 and 13 or 14, the Company shall immediately cease paying solely insofar as such benefits interpretation and Executive shall be obligated enforcement relate to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off, an application for injunctive relief in accordance with (and to the extent permitted by) provisions of this Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations). Executive further agrees that the foregoing is appropriate for any such breach inasmuch as actual damages cannot be readily calculated, the amount is fair and reasonable under the circumstances13, and the Company would suffer irreparable harm if parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any application solely for such injunctive relief shall be heard and deter mined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of these Sections were breachedsuch parties and over the subject matter of any dispute relating to an application solely for such injunctive relief, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application solely for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Section 13. All disputes not relating to any request or application requests for injunctive relief in accordance with this Section 15 13 shall be resolved by arbitration in accordance with Section 20 (b23(b).