Common use of Nature of Restrictive Covenants; Enforcement Clause in Contracts

Nature of Restrictive Covenants; Enforcement. a. For purposes of enforcement, the restrictive covenants contained in this schedule are independent of any other provision of this Agreement. As a result, the existence of any claim or right of set-off that the Participant may have or allege against the Company, whether based on this Agreement or otherwise, shall not prevent the enforcement of the covenants or be deemed to mitigate any harm suffered by the Company. b. Because the Participant’s services are unique (resulting in the Company’s need for the restrictions in this schedule) and because the Participant has access to Confidential Information, Work Product and other proprietary resources representing valuable assets of the Company, the parties agree that the Company and its affiliates would suffer irreparable harm from a breach or threatened breach by the Participant of the restrictions set forth in this schedule and that money damages would not be an adequate remedy for any such non-compliant conduct. Therefore, notwithstanding the methods prescribed elsewhere in this Agreement for the enforcement of its provisions, in the event of a breach or threatened breach of the restrictive covenants in this schedule, the Company (including its affected affiliates and their respective successors or assigns) in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions in this schedule (without posting a bond or other security, any requirement of which is waived by the Participant). In the event of any breach by the Participant of the restrictions set forth in this schedule, the Noncompete Period shall be tolled until such breach has been cured. If, at the time of enforcement, a court holds that restrictions contained in this schedule are unreasonable under circumstances then existing, the parties agree that the maximum period, scope or geographical area reasonable under such circumstances (or as otherwise allowed by governing law) are to be substituted for the stated period, scope or area provided in this schedule, and the restrictions are to be deemed reformed to that extent. The Participant acknowledges that the restrictions contained in this schedule are reasonable and that the Participant has had the opportunity to review them and the other provisions of this Agreement with legal counsel and such other advisors as the Participant deems appropriate.

Nature of Restrictive Covenants; Enforcement. a. For purposes of enforcement, the restrictive covenants contained in this schedule are independent of any other provision of this AgreementExhibit. As a result, the existence of any claim or right of set-off that the Participant Executive may have or allege against the Company, whether based on this Agreement Exhibit or otherwise, shall not prevent the enforcement of the covenants or be deemed to mitigate any harm suffered by the Company. Notwithstanding the above, Executive shall be released from the Noncompete Period and the Nonsolicitation Period post-termination of employment if the Company fails to pay Executive all material amounts due under Paragraph 5(b) or 5(f) of the Employment Agreement, as and if applicable, following notice to the Company and reasonable opportunity to cure. b. Because the ParticipantExecutive’s services are unique (resulting in the Company’s need for the restrictions in this schedule) and because the Participant Executive has access to Confidential Information, Work Product and other proprietary resources representing valuable assets of the Company, the parties agree that the Company and its affiliates would might suffer irreparable harm from a breach or threatened breach by the Participant Executive of the restrictions set forth in this schedule Exhibit and that money damages would not be an adequate remedy for any such non-compliant conduct. Therefore, notwithstanding the methods prescribed elsewhere in this Agreement for the enforcement of its provisions, in In the event of a breach or threatened breach of the restrictive covenants in this scheduleExhibit, the Company (including its affected affiliates and their respective successors or assigns) in addition to other rights and remedies existing in their favor, shall be entitled to seek specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions in this schedule Exhibit (without posting a bond or other security, any requirement of which is waived by the ParticipantExecutive). In the event of any breach by the Participant Executive of the restrictions set forth in this scheduleExhibit, the Noncompete Period shall be tolled until such breach has been cured. If, at the time of enforcement, a court holds that restrictions contained in this schedule Exhibit are unreasonable under circumstances then existing, the parties agree that the maximum period, scope or geographical area reasonable under such circumstances (or as otherwise allowed by governing law) are to be substituted for the stated period, scope or area provided in this scheduleExhibit, and the restrictions are to be deemed reformed to that extentextent and shall be enforceable as so reformed to the fullest extent permitted by law to provide protection to the Company. The Participant Executive acknowledges and agrees that (i) the restrictions contained in this schedule Exhibit are reasonable and that will not subject his to undue hardship, (ii) the Participant Executive has had the opportunity to review them these restrictions and the other provisions of this Agreement with legal counsel and such other advisors as the Participant Executive deems appropriate, (iii) the Executive has carefully read and fully understands all of the provisions of this Exhibit, and (iv) the Executive is voluntarily entering into the Employment Agreement containing this Exhibit without any reliance upon any representations or statement made by the Company with regard to the subject matter, basis or effect of this Exhibit, other than those in writing, including those contained in the Employment Agreement and this Exhibit.

Nature of Restrictive Covenants; Enforcement. a. For purposes of enforcement, the restrictive covenants contained in this schedule are independent of any other provision of this AgreementExhibit. As a result, the existence of any claim or right of set-off that the Participant Executive may have or allege against the Company, whether based on this Agreement Exhibit or otherwise, shall not prevent the enforcement of the covenants or be deemed to mitigate any harm suffered by the Company. Notwithstanding the above, Executive shall be released from the Noncompete Period and the Nonsolicitation Period post-termination of employment if the Company fails to pay Executive all material amounts due under Paragraph 5(b) or Error! Reference source not found. of the Employment Agreement, as and if applicable, following notice to the Company and reasonable opportunity to cure. b. Because the ParticipantExecutive’s services are unique (resulting in the Company’s need for the restrictions in this schedule) and because the Participant Executive has access to Confidential Information, Work Product and other proprietary resources representing valuable assets of the Company, the parties agree that the Company and its affiliates would might suffer irreparable harm from a breach or threatened breach by the Participant Executive of the restrictions set forth in this schedule Exhibit and that money damages would not be an adequate remedy for any such non-compliant conduct. Therefore, notwithstanding the methods prescribed elsewhere in this Agreement for the enforcement of its provisions, in In the event of a breach or threatened breach of the restrictive covenants in this scheduleExhibit, the Company (including its affected affiliates and their respective successors or assigns) in addition to other rights and remedies existing in their favor, shall be entitled to seek specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions in this schedule Exhibit (without posting a bond or other security, any requirement of which is waived by the ParticipantExecutive). In the event of any breach by the Participant Executive of the restrictions set forth in this scheduleExhibit, the Noncompete Period shall be tolled until such breach has been cured. If, at the time of enforcement, a court holds that restrictions contained in this schedule Exhibit are unreasonable under circumstances then existing, the parties agree that the maximum period, scope or geographical area reasonable under such circumstances (or as otherwise allowed by governing law) are to be substituted for the stated period, scope or area provided in this scheduleExhibit, and the restrictions are to be deemed reformed to that extentextent and shall be enforceable as so reformed to the fullest extent permitted by law to provide protection to the Company. The Participant Executive acknowledges and agrees that (i) the restrictions contained in this schedule Exhibit are reasonable and that will not subject his to undue hardship, (ii) the Participant Executive has had the opportunity to review them these restrictions and the other provisions of this Agreement with legal counsel and such other advisors as the Participant Executive deems appropriate, (iii) the Executive has carefully read and fully understands all of the provisions of this Exhibit, and (iv) the Executive is voluntarily entering into the Employment Agreement containing this Exhibit without any reliance upon any representations or statement made by the Company with regard to the subject matter, basis or effect of this Exhibit, other than those in writing, including those contained in the Employment Agreement and this Exhibit.

Nature of Restrictive Covenants; Enforcement. a. For purposes of enforcement, the restrictive covenants contained in this schedule are independent of any other provision of this Agreement. As a result, the existence of any claim or right of set-off that the Participant may have or allege against the Company, whether based on this Agreement or otherwise, shall not prevent the enforcement of the covenants or be deemed to mitigate any harm suffered by the Company. b. Because the Participant’s 's services are unique (resulting in the Company’s 's need for the restrictions in this schedule) and because the Participant has access to Confidential Information, Work Product and other proprietary resources representing valuable assets of the Company, the parties agree that the Company and its affiliates would suffer irreparable harm from a breach or threatened breach by the Participant of the restrictions set forth in this schedule and that money damages would not be an adequate remedy for any such non-compliant conduct. Therefore, notwithstanding the methods prescribed elsewhere in this Agreement for the enforcement of its provisions, in the event of a breach or threatened breach of the restrictive covenants in this schedule, the Company (including its affected affiliates and their respective successors or assigns) in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions in this schedule (without posting a bond or other security, any requirement of which is waived by the Participant). In the event of any breach by the Participant of the restrictions set forth in this schedule, the Noncompete Period shall be tolled until such breach has been cured. If, at the time of enforcement, a court holds that restrictions contained in this schedule are unreasonable under circumstances then existing, the parties agree that the maximum period, scope or geographical area reasonable under such circumstances (or as otherwise allowed by governing law) are to be substituted for the stated period, scope or area provided in this schedule, and the restrictions are to be deemed reformed to that extent. The Participant acknowledges that the restrictions contained in this schedule are reasonable and that the Participant has had the opportunity to review them and the other provisions of this Agreement with legal counsel and such other advisors as the Participant deems appropriate.

Nature of Restrictive Covenants; Enforcement. a. For purposes of enforcement, the restrictive covenants contained in this schedule are independent of any other provision of this AgreementExhibit. As a result, the existence of any claim or right of set-off that the Participant Executive may have or allege against the Company, whether based on this Agreement Exhibit or otherwise, shall not prevent the enforcement of the covenants or be deemed to mitigate any harm suffered by the Company. b. Because the ParticipantExecutive’s services are unique (resulting in the Company’s need for the restrictions in this schedule) and because the Participant Executive has access to Confidential Information, Work Product and other proprietary resources representing valuable assets of the Company, the parties agree that the Company and its affiliates would might suffer irreparable harm from a breach or threatened breach by the Participant Executive of the restrictions set forth in this schedule Exhibit and that money damages would not be an adequate remedy for any such non-compliant conduct. Therefore, notwithstanding the methods prescribed elsewhere in this Agreement for the enforcement of its provisions, in In the event of a breach or threatened breach of the restrictive covenants in this scheduleExhibit, the Company (including its affected affiliates and their respective successors or assigns) in addition to other rights and remedies existing in their favor, shall be entitled to seek specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions in this schedule Exhibit (without posting a bond or other security, any requirement of which is waived by the ParticipantExecutive). In the event of any breach by the Participant Executive of the restrictions set forth in this scheduleExhibit, the Noncompete Period shall be tolled until such breach has been cured. If, at the time of enforcement, a court holds that restrictions contained in this schedule Exhibit are unreasonable under circumstances then existing, the parties agree that the maximum period, scope or geographical area reasonable under such circumstances (or as otherwise allowed by governing law) are to be substituted for the stated period, scope or area provided in this scheduleExhibit, and the restrictions are to be deemed reformed to that extentextent and shall be enforceable as so reformed to the fullest extent permitted by law to provide protection to the Company. The Participant Executive acknowledges and agrees that (i) the restrictions contained in this schedule Exhibit are reasonable and that will not subject her to undue hardship, (ii) the Participant Executive has had the opportunity to review them these restrictions and the other provisions of this Agreement with legal counsel and such other advisors as the Participant Executive deems appropriate, (iii) the Executive has carefully read and fully understands all of the provisions of this Exhibit, and (iv) the Executive is voluntarily entering into the Agreement containing this Exhibit without any reliance upon any representations or statement made by the Company with regard to the subject matter, basis or effect of this Exhibit, other than those in writing, including those contained in the Agreement and this Exhibit.

Nature of Restrictive Covenants; Enforcement. a. For purposes of enforcement, the restrictive covenants contained in this schedule are independent of any other provision of this Agreement. As a result, the existence of any claim or right of set-off that the Participant may have or allege against the Company, whether based on this Agreement or otherwise, shall not prevent the enforcement of the covenants or be deemed to mitigate any harm suffered by the Company. b. Because the Participant’s services are unique (resulting in the Company’s need for the restrictions in this schedule) and because the Participant has access to Confidential Information, Work Product and other proprietary resources representing valuable assets of the Company, the parties agree that the Company and its affiliates would suffer irreparable harm from a breach or threatened breach by the Participant of the restrictions set forth in this schedule and that money damages would not be an adequate remedy for any such non-compliant conduct. Therefore, notwithstanding the methods prescribed elsewhere in this Agreement for the enforcement of its provisions, in the event of a breach or threatened breach of the restrictive covenants in this schedule, the Company (including its affected affiliates and their respective successors or assigns) in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions in this schedule (without posting a bond or other security, any requirement of which is waived by the Participant). In the event of any breach by the Participant of the restrictions set forth in this schedule, the Noncompete Period shall be tolled until such breach has been cured. If, at the time of enforcement, a court holds that restrictions contained in this schedule are unreasonable under circumstances then existing, the parties agree that the maximum period, scope or geographical area reasonable under such circumstances (or as otherwise allowed by governing law) are to be substituted for the stated period, scope or area provided in this schedule, and the restrictions are to be deemed reformed to that extent. The Participant acknowledges that the restrictions contained in this schedule are reasonable and that the Participant has had the opportunity to review them and the other provisions of this Agreement with legal counsel and such other advisors as the Participant deems appropriate.

Nature of Restrictive Covenants; Enforcement. a. For purposes of enforcement, the restrictive covenants contained in this schedule are independent of any other provision of this AgreementExhibit. As a result, the existence of any claim or right of set-off that the Participant Executive may have or allege against the Company, whether based on this Agreement Exhibit or otherwise, shall not prevent the enforcement of the covenants or be deemed to mitigate any harm suffered by the Company. b. Because the ParticipantExecutive’s services are unique (resulting in the Company’s need for the restrictions in this schedule) and because the Participant Executive has access to Confidential Information, Work Product and other proprietary resources representing valuable assets of the Company, the parties agree that the Company and its affiliates would might suffer irreparable harm from a breach or threatened breach by the Participant Executive of the restrictions set forth in this schedule Exhibit and that money damages would not be an adequate remedy for any such non-compliant conduct. Therefore, notwithstanding the methods prescribed elsewhere in this Agreement for the enforcement of its provisions, in In the event of a breach or threatened breach of the restrictive covenants in this scheduleExhibit, the Company (including its affected affiliates and their respective successors or assigns) in addition to other rights and remedies existing in their favor, shall be entitled to seek specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions in this schedule Exhibit (without posting a bond or other security, any requirement of which is waived by the ParticipantExecutive). In the event of any breach by the Participant Executive of the restrictions set forth in this scheduleExhibit, the Noncompete Period shall be tolled until such breach has been cured. If, at the time of enforcement, a court holds that restrictions contained in this schedule Exhibit are unreasonable under circumstances then existing, the parties agree that the maximum period, scope or geographical area reasonable under such circumstances (or as otherwise allowed by governing law) are to be substituted for the stated period, scope or area provided in this scheduleExhibit, and the restrictions are to be deemed reformed to that extentextent and shall be enforceable as so reformed to the fullest extent permitted by law to provide protection to the Company. The Participant Executive acknowledges and agrees that (i) the restrictions contained in this schedule Exhibit are reasonable and that will not subject him to undue hardship, (ii) the Participant Executive has had the opportunity to review them these restrictions and the other provisions of this Agreement with legal counsel and such other advisors as the Participant Executive deems appropriate, (iii) the Executive has carefully read and fully understands all of the provisions of this Exhibit, and (iv) the Executive is voluntarily entering into the Employment Agreement containing this Exhibit without any reliance upon any representations or statement made by the Company with regard to the subject matter, basis or effect of this Exhibit, other than those in writing, including those contained in the Employment Agreement and this Exhibit.

Nature of Restrictive Covenants; Enforcement. a. For purposes of enforcement, the restrictive covenants contained in this schedule are independent of any other provision of this AgreementExhibit. As a result, the existence of any claim or right of set-off that the Participant Executive may have or allege against the Company, whether based on this Agreement Exhibit or otherwise, shall not prevent the enforcement of the covenants or be deemed to mitigate any harm suffered by the Company. Notwithstanding the above, Executive shall be released from the Noncompete Period and the Nonsolicitation Period post-termination of employment if the Company fails to pay Executive all material amounts due under Paragraph 5(b) or 5(f) of the Employment Agreement, as and if applicable, following notice to the Company and reasonable opportunity to cure. b. Because the ParticipantExecutive’s services are unique (resulting in the Company’s need for the restrictions in this schedule) and because the Participant Executive has access to Confidential Information, Work Product and other proprietary resources representing valuable assets of the Company, the parties agree that the Company and its affiliates would might suffer irreparable harm from a breach or threatened breach by the Participant Executive of the restrictions set forth in this schedule Exhibit and that money damages would not be an adequate remedy for any such non-compliant conduct. Therefore, notwithstanding the methods prescribed elsewhere in this Agreement for the enforcement of its provisions, in In the event of a breach or threatened breach of the restrictive covenants in this scheduleExhibit, the Company (including its affected affiliates and their respective successors or assigns) in addition to other rights and remedies existing in their favor, shall be entitled to seek specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions in this schedule Exhibit (without posting a bond or other security, any requirement of which is waived by the ParticipantExecutive). In the event of any breach by the Participant Executive of the restrictions set forth in this scheduleExhibit, the Noncompete Period shall be tolled until such breach has been cured. If, at the time of enforcement, a court holds that restrictions contained in this schedule Exhibit are unreasonable under circumstances then existing, the parties agree that the maximum period, scope or geographical area reasonable under such circumstances (or as otherwise allowed by governing law) are to be substituted for the stated period, scope or area provided in this scheduleExhibit, and the restrictions are to be deemed reformed to that extentextent and shall be enforceable as so reformed to the fullest extent permitted by law to provide protection to the Company. The Participant Executive acknowledges and agrees that (i) the restrictions contained in this schedule Exhibit are reasonable and that will not subject her to undue hardship, (ii) the Participant Executive has had the opportunity to review them these restrictions and the other provisions of this Agreement with legal counsel and such other advisors as the Participant Executive deems appropriate, (iii) the Executive has carefully read and fully understands all of the provisions of this Exhibit, and (iv) the Executive is voluntarily entering into the Employment Agreement containing this Exhibit without any reliance upon any representations or statement made by the Company with regard to the subject matter, basis or effect of this Exhibit, other than those in writing, including those contained in the Employment Agreement and this Exhibit.

Nature of Restrictive Covenants; Enforcement. a. For purposes of enforcement, the restrictive covenants contained in this schedule are independent of any other provision of this AgreementExhibit. As a result, the existence of any claim or right of set-off that the Participant Executive may have or allege against the Company, whether based on this Agreement Exhibit or otherwise, shall not prevent the enforcement of the covenants or be deemed to mitigate any harm suffered by the Company. b. Because the ParticipantExecutive’s services are unique (resulting in the Company’s need for the restrictions in this schedule) and because the Participant Executive has access to Confidential Information, Work Product and other proprietary resources representing valuable assets of the Company, the parties agree that the Company and its affiliates would might suffer irreparable harm from a breach or threatened breach by the Participant Executive of the restrictions set forth in this schedule Exhibit and that money damages would not be an adequate remedy for any such non-compliant conduct. Therefore, notwithstanding the methods prescribed elsewhere in this Agreement for the enforcement of its provisions, in In the event of a breach or threatened breach of the restrictive covenants in this scheduleExhibit, the Company (including its affected affiliates and their respective successors or assigns) in addition to other rights and remedies existing in their favor, shall be entitled to seek specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions in this schedule Exhibit (without posting a bond or other security, any requirement of which is waived by the ParticipantExecutive). In the event of any breach by the Participant Executive of the restrictions set forth in this scheduleExhibit, the Noncompete Period shall be tolled until such breach has been cured. If, at the time of enforcement, a court holds that restrictions contained in this schedule Exhibit are unreasonable under circumstances then existing, the parties agree that the maximum period, scope or geographical area reasonable under such circumstances (or as otherwise allowed by governing law) are to be substituted for the stated period, scope or area provided in this scheduleExhibit, and the restrictions are to be deemed reformed to that extentextent and shall be enforceable as so reformed to the fullest extent permitted by law to provide protection to the Company. The Participant Executive acknowledges and agrees that (i) the restrictions contained in this schedule Exhibit are reasonable and that will not subject her to undue hardship, (ii) the Participant Executive has had the opportunity to review them these restrictions and the other provisions of this Agreement with legal counsel and such other advisors as the Participant Executive deems appropriate, (iii) the Executive has carefully read and fully understands all of the provisions of this Exhibit, and (iv) the Executive is voluntarily entering into the Employment Agreement containing this Exhibit without any reliance upon any representations or statement made by the Company with regard to the subject matter, basis or effect of this Exhibit, other than those in writing, including those contained in the Employment Agreement and this Exhibit.