Common use of Remedies for Breach of Restrictive Covenants Clause in Contracts

Remedies for Breach of Restrictive Covenants. I recognize that if I breach the non-solicitation and non-competition covenants of this Restrictive Covenant Agreement (the “restrictive covenants”), CSX will suffer irreparable injury, the value of which would be difficult, if not impossible, to ascertain. Accordingly, in addition to any other remedy which may be available to CSX, if I breach a restrictive covenant, the parties acknowledge and agree that CSX may seek injunctive relief from a court of competent jurisdiction pending the resolution of the matter pursuant to the procedures set forth in the Agreement, provided that CSX simultaneously files a bona fide claim supporting its claim of breach under the arbitration procedures of the Agreement and punctually pursues the resolution of that claim. • If I breach a restrictive covenant containing a specified term, the length of the covenant shall be extended by the period of time between the inception of such a breach and the date a court of competent jurisdiction enters an injunction restraining further breach of the covenant. • If an arbiter or a court reviewing an application for injunctive relief under paragraph 3 above determines that any of the restrictive covenants are overbroad, the parties shall agree to modification of the affected restriction(s) to permit enforcement to the maximum extent allowed by law. • A waiver of any of my obligations under the restrictive covenants shall be ineffective unless it is set forth in writing and signed by me and the Vice President— Chief Human Resource & Diversity Officer for CSX Transportation. • I acknowledge that I previously agreed to the restrictive covenants and that but for my agreeing to comply with them, CSX would not have provided me with the incentive compensation opportunities I have been awarded or included me in the severance protections and benefits that I will receive under the Agreement. Accordingly, the existence of any claim by me against CSX shall not operate as a defense to CSX’s enforcement of any restrictive covenant against me. Furthermore, CSX’s waiver of one breach of this Restrictive Covenant Agreement by me does not constitute a waiver of any subsequent breach(es).

Remedies for Breach of Restrictive Covenants. I recognize Xxxxxxxxx acknowledges that if I Paragraph 4 of this Agreement contains reasonable limitations as to time and scope of activities to be restricted, and that his promises in those paragraphs do not impose a greater restraint on Xxxxxxxxx than is necessary to protect the goodwill, employee relations, confidential information, and other legitimate business interests of Agilysys. Xxxxxxxxx also acknowledges and agrees that any violation of the restrictive covenants set forth in Paragraph 4 would bestow an unfair competitive advantage upon any person or entity which might benefit from such violation and would necessarily result in substantial and irreparable damage and loss to Agilysys. Xxxxxxxxx further acknowledges and agrees that Xxxxxxxxx is capable of readily obtaining employment after his Date of Separation that does not breach or threaten to breach the non-solicitation and non-competition covenants restrictions contained in Paragraph 4 of this Restrictive Covenant Agreement (the “restrictive covenants”), CSX will suffer irreparable injury, the value of which would be difficult, if not impossible, to ascertainAgreement. Accordingly, in addition the event of a breach or a threatened breach by Xxxxxxxxx of Paragraph 4 of this Agreement, Agilysys shall be entitled to an injunction restraining Xxxxxxxxx from such breach or threatened breach. Nothing herein shall be construed as prohibiting Agilysys from pursuing any other remedy which may be remedies available to CSXit for such breach or threatened breach, if I including the recovery of damages from Xxxxxxxxx. In the event that Agilysys should seek an injunction hereunder, Xxxxxxxxx waives any requirements that Agilysys post a bond or any other security. Xxxxxxxxx understands and agrees that, in the event of litigation arising out of a breach a restrictive covenantor threatened breach of Paragraph 4 of this Agreement, the parties acknowledge and agree that CSX may seek injunctive relief from a court of competent jurisdiction pending the resolution of the matter pursuant to the procedures one-year restriction set forth in that paragraph shall be tolled during the Agreementpendency of such litigation, provided that CSX simultaneously files a bona fide claim supporting its claim of breach under the arbitration procedures including any appeals. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement and punctually pursues to be performed by the resolution of that claim. • If I breach a restrictive covenant containing a specified term, the length of the covenant other party hereto shall be extended by the period of time between the inception of such a breach and the date a court of competent jurisdiction enters an injunction restraining further breach of the covenant. • If an arbiter or a court reviewing an application for injunctive relief under paragraph 3 above determines that any of the restrictive covenants are overbroad, the parties shall agree to modification of the affected restriction(s) to permit enforcement to the maximum extent allowed by law. • A waiver of any of my obligations under the restrictive covenants shall be ineffective unless it is set forth in writing and signed by me and the Vice President— Chief Human Resource & Diversity Officer for CSX Transportation. • I acknowledge that I previously agreed to the restrictive covenants and that but for my agreeing to comply with them, CSX would not have provided me with the incentive compensation opportunities I have been awarded or included me in the severance protections and benefits that I will receive under the Agreement. Accordingly, the existence of any claim by me against CSX shall not operate as a defense to CSX’s enforcement of any restrictive covenant against me. Furthermore, CSX’s waiver of one breach of this Restrictive Covenant Agreement by me does not constitute deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent breach(es)time, not shall the failure of or delay by either of the parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

Remedies for Breach of Restrictive Covenants. I recognize that if I breach Executive has reviewed the non-solicitation and non-competition covenants provisions of this Restrictive Covenant Agreement (with legal counsel, or has been given adequate opportunity to seek such counsel, and Executive acknowledges that the “restrictive covenants”)covenants contained in this Section 6 are reasonable with respect to their duration, CSX will suffer irreparable injurygeographical area, and scope. Executive further acknowledges that the restrictions contained in this Section 6 are reasonable and necessary for the protection of the legitimate business interests of the Employer and the Affiliates, that they create no undue hardships, that any violation of these restrictions would cause substantial injury to the Employer and the Affiliates and such interests, and that such restrictions were a material inducement to the Employer to enter into this Agreement. In the event of any violation or threatened violation of the restrictions contained in this Section 6, the value of which would be difficult, if not impossible, to ascertain. AccordinglyEmployer and the Affiliates, in addition to and #847547v2_IMAN_ - Xxxxxxx First Community Financial Employment Agreement 11 not in limitation of, any other remedy which rights, remedies, or damages available under this Agreement or otherwise at law or in equity, (i) shall be entitled to preliminary and permanent injunctive relief to prevent or restrain any such violation by Executive and all persons directly or indirectly acting for or with Executive, as the case may be, without any requirement that the Employer or an Affiliate post bond and (ii) shall be available relieved of any obligation to CSX, if I breach a restrictive covenantpay or provide any amounts or benefits pursuant to this Agreement. If Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the parties acknowledge and agree that CSX may seek injunctive relief from Employer shall not, as a court of competent jurisdiction pending the resolution result of the matter pursuant to the procedures set forth time involved in the Agreementobtaining such relief, provided that CSX simultaneously files a bona fide claim supporting its claim of breach under the arbitration procedures be deprived of the Agreement and punctually pursues benefit of the resolution full period of that claim. • If I breach a restrictive covenant containing a specified termthe Restrictive Covenant; accordingly, the length of the covenant Restrictive Covenant shall be extended deemed to have the duration specified herein computed from the date the relief is granted but reduced by the period of time between the inception of such a breach period when the Restricted Period began to run and the date a court of competent jurisdiction enters an injunction restraining further breach of the covenant. • If an arbiter or a court reviewing an application for injunctive relief under paragraph 3 above determines that any first violation of the restrictive covenants are overbroad, the parties shall agree to modification of the affected restriction(s) to permit enforcement to the maximum extent allowed by law. • A waiver of any of my obligations under the restrictive covenants shall be ineffective unless it is set forth in writing and signed by me and the Vice President— Chief Human Resource & Diversity Officer for CSX Transportation. • I acknowledge that I previously agreed to the restrictive covenants and that but for my agreeing to comply with them, CSX would not have provided me with the incentive compensation opportunities I have been awarded or included me in the severance protections and benefits that I will receive under the Agreement. Accordingly, the existence of any claim by me against CSX shall not operate as a defense to CSX’s enforcement of any restrictive covenant against me. Furthermore, CSX’s waiver of one breach of this Restrictive Covenant Agreement by me does not constitute a waiver of any subsequent breach(es)Executive.