Common use of Reasonableness; Extraordinary Remedies; Tolling Clause in Contracts

Reasonableness; Extraordinary Remedies; Tolling. Employee has carefully read and considered the provisions of Section 5, and, having done so, agrees that the restrictions set forth therein (including but not limited to the scope of defined terms, the time period of restrictions and the geographical areas of restriction set forth therein) are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Company and the Company Affiliated Group. Employee represents that Employee’s experience, capabilities, and personal assets, as well as the compensation Employee will receive during Employee’s employment or affiliation with the Company Affiliated Group, are such that Employee’s compliance with Section 5, will not prevent Employee from either earning a livelihood in the many business activities that are not restricted by this Agreement or from otherwise adequately and appropriately supporting Employee’s family. Employee further agrees that Employee shall not assert, or permit to be asserted on Employee’s behalf, in any forum, any position contrary to the foregoing. No breach of contract or violation of law by the Company shall operate to extinguish Employee’s obligations in Section 5. The parties acknowledge and agree that the individual covenants in this Agreement are separate and distinct commitments of Employee, independent of each other covenant hereunder. Accordingly, if, at the time of enforcement of such covenants, a court of competent jurisdiction or arbitrator holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum period or scope legally permissible under such circumstances will be substituted for the period or scope stated herein. Employee agrees that a breach of any covenant in this Section 5 would result in irreparable and continuing damage to the Company Affiliated Group and shall constitute a separate and independent material breach of this Agreement for which the applicable member(s) of the Company Affiliated Group may pursue its or their remedies hereunder or as otherwise allowed by law. In the event of a breach or threatened breach of any covenant in Section 5, it is understood and agreed that the Company and/or other applicable member(s) of the Company Affiliated Group shall be entitled to pursue temporary, preliminary and/or final injunctive relief without the necessity of posting any bond or similar security in connection with such action, as well as other applicable remedies at law or in equity available to the Company and/or applicable member(s) of the Company Affiliated Group against Employee or others. Such remedy shall be in addition to and not in lieu or limitation of any injunctive relief, other damages, or other rights or remedies to which the Company and/or other applicable member(s) of the Company Affiliated Group are or may be entitled at law or in equity under this Agreement or otherwise. Employee agrees that the applicable period of each such restrictive covenant in Section 5 shall be tolled during any period of time in which Employee is in breach or violation of the terms thereof, in order that the Company Affiliated Group shall have all of the agreed-upon temporal protection thereunder.

Reasonableness; Extraordinary Remedies; Tolling. Employee Executive has carefully read and considered the provisions of Section 56, and, having done so, agrees that the restrictions set forth therein (including but not limited to the scope of defined terms, the time period of restrictions and the geographical areas of restriction set forth therein) are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Company and the Company Affiliated Group. Employee Executive represents that EmployeeExecutive’s experience, capabilities, and personal assets, as well as the compensation Employee Executive will receive during EmployeeExecutive’s employment or affiliation with the Company Affiliated Group, are such that EmployeeExecutive’s compliance with Section 5, 6 will not prevent Employee Executive from either earning a livelihood in the many business activities that are not restricted by this Agreement or from otherwise adequately and appropriately supporting EmployeeExecutive’s family. Employee Executive further agrees that Employee Executive shall not assert, or permit to be asserted on EmployeeExecutive’s behalf, in any forum, any position contrary to the foregoing. No breach of contract or violation of law by the Company shall operate to extinguish Employee’s obligations in Section 5. The parties acknowledge and agree that the individual covenants in this Agreement are separate and distinct commitments of EmployeeExecutive, independent of each other covenant hereunder. Accordingly, if, at the time of enforcement of such covenants, a court of competent jurisdiction or arbitrator holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum period or scope legally permissible under such circumstances will be substituted for the period or scope stated herein. Employee Executive agrees that a breach of any covenant in this Section 5 6 would result in irreparable and continuing damage to the Company Affiliated Group and shall constitute a separate and independent material breach of this Agreement for which the applicable member(s) of the Company Affiliated Group may pursue its or their remedies hereunder or as otherwise allowed by law. In the event of a breach or threatened breach of any covenant in Section 56, it is understood and agreed that the Company and/or other applicable member(s) of the Company Affiliated Group shall be entitled to pursue temporary, preliminary and/or final injunctive relief without the necessity of posting any bond or similar security in connection with such action, as well as other applicable remedies at law or in equity available to the Company and/or applicable member(s) of the Company Affiliated Group against Employee Executive or others. Such remedy shall be in addition to and not in lieu or limitation of any injunctive relief, other damages, or other rights or remedies to which the Company and/or other applicable member(s) of the Company Affiliated Group are or may be entitled at law or in equity under this Agreement or otherwise. Employee Executive agrees that the applicable period of each such restrictive covenant in Section 5 6 shall be tolled during any period of time in which Employee is in breach or violation of the terms thereof, in order that the Company Affiliated Group shall have all of the agreed-upon temporal protection thereunder. Executive acknowledges and agrees that if Executive violates any of the covenants in Section 6, the Company and/or applicable member(s) of the Company Affiliated Group shall be entitled to an accounting and repayment of all profits, compensation, fees, commissions, remunerations or benefits which Executive, directly or indirectly, has realized and/or may realize as a result of, growing out of, or in connection with, any such violation. Such remedy shall be in addition to and not in limitation of any injunctive relief, other damages, or other rights or remedies to which the Company and/or applicable member(s) of the Company Affiliated Group is or may be entitled at law or in equity under this Agreement or otherwise. The covenants provided for in this Section 6 shall survive the termination of this Agreement and of Executive’s employment and shall survive the expiration of this Agreement and of Executive’s employment; provided that, in the event Executive’s employment terminates following the expiration of the Term (and not pursuant to Section 5), the application of the non-competition provisions set forth in Section 6(b) shall be conditioned upon, and shall apply for so long as (but not to exceed the Restricted Period), the Company continues to pay Executive his Base Salary as in effect on the date of his termination of employment.

Reasonableness; Extraordinary Remedies; Tolling. Employee has carefully read and considered the provisions of Section 56, and, having done so, agrees that the restrictions set forth therein (including but not limited to the scope of defined terms, the time period of restrictions and the geographical areas of restriction set forth therein) are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Company and the Company Affiliated Group. Employee represents that Employee’s experience, capabilities, and personal assets, as well as the compensation Employee will receive during Employee’s employment or affiliation with the Company Affiliated Group, are such that Employee’s compliance with Section 56, will not prevent Employee from either earning a livelihood in the many business activities that are not restricted by this Agreement or from otherwise adequately and appropriately supporting Employee’s family. Employee further agrees that Employee shall not assert, or permit to be asserted on Employee’s behalf, in any forum, any position contrary to the foregoing. No breach of contract or violation of law by the Company shall operate to extinguish Employee’s obligations in Section 56. The parties acknowledge and agree that the individual covenants in this Agreement are separate and distinct commitments of Employee, independent of each other covenant hereunder. Accordingly, if, at the time of enforcement of such covenants, a court of competent jurisdiction or arbitrator holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum period or scope legally permissible under such circumstances will be substituted for the period or scope stated herein. Employee agrees that a breach of any covenant in this Section 5 6 would result in irreparable and continuing damage to the Company Affiliated Group and shall constitute a separate and independent material breach of this Agreement for which the applicable member(s) of the Company Affiliated Group may pursue its or their remedies hereunder or as otherwise allowed by law. In the event of a breach or threatened breach of any covenant in Section 56, it is understood and agreed that the Company and/or other applicable member(s) of the Company Affiliated Group shall be entitled to pursue temporary, preliminary and/or final injunctive relief without the necessity of posting any bond or similar security in connection with such actionaction to the extent permissible under applicable law, as well as other applicable remedies at law or in equity available to the Company and/or applicable member(s) of the Company Affiliated Group against Employee or others. Such remedy shall be in addition to and not in lieu or limitation of any injunctive relief, other damages, or other rights or remedies to which the Company and/or other applicable member(s) of the Company Affiliated Group are or may be entitled at law or in equity under this Agreement or otherwise. Employee agrees that the applicable period of each such restrictive covenant in Section 5 6 shall be tolled during any period of time in which Employee is in breach or violation of the terms thereof, in order that the Company Affiliated Group shall have all of the agreed-upon temporal protection thereunder. Employee acknowledges and agrees that if Employee violates any of the covenants in Section 6, the Company and/or applicable member(s) of the Company Affiliated Group shall be entitled to an accounting and repayment of all profits, compensation, fees, commissions, remunerations or benefits which Employee, directly or indirectly, has realized and/or may realize as a result of, growing out of, or in connection with, any such violation. Such remedy shall be in addition to and not in limitation of any injunctive relief, other damages, or other rights or remedies to which the Company and/or applicable member(s) of the Company Affiliated Group is or may be entitled at law or in equity under this Agreement or otherwise The covenants provided for in this Section 6 shall survive the termination of this Agreement and of Employee’s employment and shall survive the expiration of this Agreement and of Employee’s employment.