Material Inducements. The restrictive covenants and other provisions in this section are material inducements to the Company entering into and performing this Agreement. Accordingly, in the event of any breach of the provisions of this section by the Executive, in addition to all other remedies at law or in equity possessed by the Company, (i) the Company shall have the right to terminate and not pay any amounts payable to the Executive under this Agreement, (ii) all Options that are unexercised shall be immediately forfeited and returned to the Company, and (iii) the Executive shall immediately account to the Company and return to the Company an amount in cash equal to all profits or benefits obtained or realized by the Executive by virtue of the ownership or disposition of the Options.
Material Inducements. The restrictive covenants and other provisions in this Agreement are material inducements to the Company entering into and performing its obligations under this Agreement. Accordingly, in the event of any proven breach of these provisions by Executive, in addition to all other remedies at law or in equity possessed by the Company, including but not limited to the right to enforce the covenants Executive has agreed to in this Agreement, the Company shall have the right to terminate this agreement and Executive’s employment with the Company and not pay any amounts payable to Executive under this Agreement.
Material Inducements. The provisions of Sections 6, 7 and 8 of this Agreement are material inducements to the Company entering into and performing this Agreement. In the event of any breach or threatened breach of the provisions of Sections 6, 7 and/or 8 of this Agreement by the Executive, in addition to all other remedies at law or in equity possessed by the Company, the Company shall have the right to (i) terminate and not pay any amounts payable to the Executive hereunder (ii) cease the provision of any benefits otherwise due to the Executive hereunder and/or (iii) require that the Executive repay any payments received by the Executive from any Options accelerated through the application of Section 3 above. The Executive acknowledges and agrees that the Company will have no adequate remedy at law, and would be irreparably harmed, if the Executive breaches or threatens to breach any of the provisions of Sections 6, 7 and/or 8 of this Agreement. The Executive further agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of Sections 6, 7 and/or 8 of this Agreement, and to specific performance of each of the terms of such Sections in addition to any other legal or equitable remedies that the Company may have, without any requirement to post bond or other security. The Executive also agrees that he shall not, in any equity proceeding relating to the enforcement of the terms of this Agreement, raise the defense that the Company has an adequate remedy at law.
Material Inducements. Xxxxx hereby agrees and acknowledges that the releases, waivers and promises contained in this Agreement, including the promises of confidentiality and non-disclosure, are material inducements for the consideration described in Section A., above.
Material Inducements. Miurkirk and Oyster understand that their agreements under this Amendment are material inducements to HNC to enter into this Amendment.
Material Inducements. The provisions of Sections 3, 4, 5 and 6 of this Agreement are material inducements to the Company entering into and performing this Agreement. In the event of any breach or threatened breach of the provisions of Sections 3, 4, 5 and/or 6 of this Agreement by the Executive, in addition to all other remedies at law or in equity possessed by the Company, the Company shall have the right to (i) terminate and not pay any amounts payable to the Executive hereunder and (ii) cease the provision of any benefits otherwise due to the Executive hereunder and under the Company’s Defined Benefit Supplemental Executive Retirement Plan (the “SERP”) and/or (iii) require that the Executive repay any payments made to him under the SERP and/or any compensation received by the Executive from any Options accelerated by virtue of Section 2(b) above. The Executive acknowledges and agrees that the Company will have no adequate remedy at law, and would be irreparably harmed, if the Executive breaches or threatens to breach any of the provisions of Sections 3, 4, 5 and/or 6 of this Agreement. The Executive further agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of Sections 3, 4, 5 and/or 6 of this Agreement, and to specific performance of each of the terms of such Sections in addition to any other legal or equitable remedies that the Company may have, without any requirement to post bond or other security. The Executive also agrees that he shall not, in any equity proceeding relating to the enforcement of the terms of this Agreement, raise the defense that the Company has an adequate remedy at law.
Material Inducements. The provisions of Sections 5, 6 and 7 of this Agreement are material inducements to the Company entering into and performing this Agreement. In the event of any breach of the provisions of Sections 5, 6 and/or 7 of this Agreement by the Executive, in addition to all other remedies at law or in equity possessed by the Company, the Company shall have the right to (i) terminate and not pay any amounts payable to the Executive hereunder and/or (ii) cease the provision of any benefits otherwise due to the Executive hereunder. The Executive acknowledges and agrees that the Company will have no adequate remedy at law, and would be irreparably harmed, if the Executive breaches any of the provisions of Sections 5, 6 and/or 7 of this Agreement. The Executive further agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of Sections 5, 6 and/or 7 of this Agreement, and to specific performance of each of the terms of such Sections in addition to any other legal or equitable remedies that the Company may have, without any requirement to post bond or other security. The Executive also agrees that he shall not, in any equity proceeding relating to the enforcement of the terms of this Agreement, raise the defense that the Company has an adequate remedy at law.
Material Inducements. The restrictive covenants and other provisions in this section are material inducements to the Companies entering into and performing this Agreement. Accordingly, in the event of any breach of the provisions of this section by the Executive, in addition to all other remedies at law or in equity possessed by the Companies, (i) the Companies shall have the right to terminate and not pay any amounts payable to the Executive under this Agreement, (ii) any options held by the Executive, however acquired, to purchase stock of the Companies or any of their affiliates or subsidiaries that are unexercised shall be immediately forfeited and returned to the Companies, and (iii) the Executive shall immediately account to the Companies and return to the Companies an amount in cash equal to all profits or benefits obtained or realized by the Executive by virtue of the ownership or disposition of any such options.
Material Inducements. Sribar hereby agrees and acknowledges that the releases, waivers and promises contained in this Agreement, including the promises of confidentiality and non-disclosure, are material inducements for the consideration described in Section A., above.
Material Inducements. Consultant represents, warrants and acknowledges that: (a) the covenants set forth in Sections 9, 10 and 11 are being provided as a material inducement for the Company’s willingness to enter into this Agreement; (b) he will be expending substantial time, money, effort and other resources to develop the goodwill, clients, business sources and relationships of the Company, which has a legitimate interest in protecting these interests; (c) he shall be privy to certain Confidential Information and Trade Secrets of the Company and Company Affiliates; (d) the nature and periods of the restrictions imposed by the covenants set forth in Sections 9 and 10 of this Agreement are fair, reasonable, and necessary to protect and preserve the goodwill, Confidential Information, Trade Secrets and other legitimate business interests of the Company and Company Affiliates; and (e) the Company and Company Affiliates (as applicable) will sustain great and irreparable loss and damage if was in any manner to breach any of the covenants set forth in Sections 9 and 10 of this Agreement.
