Remedy for Certain Breaches. If Employer breaches Sections 2.1, 3.1, or 3.3 through 3.12, and Executive does not give notice of termination for Good Reason, the Executive is limited to a maximum of six months period for damages for any such breach.
Remedy for Certain Breaches. (a) Covenantor acknowledges and agrees that the restrictions on his activities under the provisions of Paragraphs 1, 2 and 3 are required for the reasonable protection of the Company. Covenantor further acknowledges and agrees that a breach of any of those obligations will result in irreparable harm to the Company, for which there would be no adequate remedy at law, and therefore, Covenantor irrevocably and unconditionally (i) agrees that in addition to any other remedies which the Company may have under this Agreement or otherwise, all of which remedies shall be cumulative, the Company shall be entitled to apply to any court of competent jurisdiction for preliminary and permanent injunctive relief and other equitable relief, without the necessity of proving actual damage, restraining Covenantor from doing or continuing to do or perform any acts constituting such breach or threatened breach, (ii) agrees that such relief and any other claim by the Company pursuant hereto may be brought in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the State of New York, (iii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iv) waives any objection which Covenantor may have to the laying of venue of any such suit, action or proceeding in any such court.
(b) Covenantor agrees that the existence of any claim or cause of action by Covenantor against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the provisions of this Agreement.
Remedy for Certain Breaches. (a) Covenantor acknowledges and agrees that the restrictions on his activities under the provisions of Paragraphs 1, 2 and 3 are required for the reasonable protection of the Company and Hexacomb. Covenantor further acknowledges and agrees that a breach of any of those obligations will result in irreparable harm to the Company and Hexacomb, for which there would be no adequate remedy at law, and therefore, Covenantor irrevocably and unconditionally (i) agrees that in addition to any other remedies which the Company or Hexacomb may have under this Agreement or otherwise, all of which remedies shall be cumulative, the Company and Hexacomb shall be entitled to apply to any court of competent jurisdiction for preliminary and permanent injunctive relief and other equitable relief, without the necessity of proving actual damage, restraining Covenantor from doing or continuing to do or perform any acts constituting such breach or threatened breach, (ii) agrees that such relief and any other claim by the Company or Hexacomb pursuant hereto may be brought in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the State of New York, (iii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iv) waives any objection which Covenantor may have to the laying of venue of any such suit, action or proceeding in any such court.
(b) Covenantor agrees that the existence of any claim or cause of action by Covenantor against the Company or Hexacomb, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or Hexacomb of the provisions of this Agreement; provided, that material breach by the Company of its obligations under the Employment Agreement may constitute a defense to the enforcement by the Company of the provisions of this Agreement.
Remedy for Certain Breaches. Employee acknowledges that the obligations set forth in paragraphs 8, 9 and/or 10 hereof are required for the reasonable protection of Company. Employee further acknowledges and agrees that a breach of those obligations and agreements will result in immediate and irreparable damage to Company for which there will be no adequate remedy at law, and agrees that in the event of any breach of said obligations, Company, and its successors and assigns, shall be entitled to injunctive relief (including but not limited to an ex parte temporary restraining order) and to such other and further relief as is proper in the circumstances.
Remedy for Certain Breaches. Each Seller Party acknowledges and agrees that the covenants in Section 7.2 were negotiated at arm’s length, are required for the fair and reasonable protection of Buyer, that Buyer would not have purchased the Acquired Assets had each Seller Party not agreed to these covenants, that the restrictions contained herein are designed to protect the business of Buyer, and that the obligations of Buyer in this Agreement constitute adequate consideration for the obligations of each Seller Party under Section 7.2. Each Seller Party further acknowledges and agrees that a breach of any of the covenants, obligations or agreements set forth in Section 7.2, will result in irreparable and continuing damage to Buyer and its business and property for which there may be no adequate remedy at Law, and each Seller Party agrees that in the event of any such breach, Buyer shall be entitled to injunctive relief to restrain such breach by such Seller Party, and to such other and further relief (including damages) as is proper under the circumstances.
Remedy for Certain Breaches. The Seller acknowledges and agrees that the covenants in Section 7.2 were negotiated at arm’s length, are required for the fair and reasonable protection of Buyer, that Bxxxx would not have purchased the Acquired Assets had the Seller not agreed to these covenants, that the restrictions contained herein are designed to protect the business of Buyer, and that the obligations of Buyer in this Agreement constitute adequate consideration for the obligations of the Seller under Section 7.2. The Seller further acknowledges and agrees that a breach of any of the covenants, obligations or agreements set forth in Section 7.2, will result in irreparable and continuing damage to Buyer and its business and property for which there may be no adequate remedy at Law, and the Seller agrees that in the event of any such breach, Buyer shall be entitled to injunctive relief to restrain such breach by any Seller, and to such other and further relief (including damages) as is proper under the circumstances.
Remedy for Certain Breaches. Executive acknowledges that the restrictions on his activities under this Section 3 are required for the reasonable protection of the Company. Executive further acknowledges and agrees that a breach of these continuing damage to the Company for which there will be no adequate remedy at law and agrees that in the event of any said breach, the Company, and its successors and assigns, shall be entitled to injunctive relief and to such further relief as is proper in the circumstances.
Remedy for Certain Breaches. The parties hereto acknowledge and agree that the covenants in this Section 8.2 were negotiated at arm's length, are required for the fair and reasonable protection of the parties, that none of the parties would have entered into this Agreement had the parties hereto not agreed to these covenants, that the restrictions contained herein are designed, among other things, to protect the Business of the Company and to ensure that Parent does not engage in unfair competition with the Company, and that the obligations of Xxxxxx and the Company, on the one hand, and the obligations of Parent and Shareholders, on the other hand, set forth in this Agreement constitute adequate consideration for the other's obligations under this Section 8.2. Each party hereto further acknowledges and agrees that a breach of any of the covenants, obligations or agreements set forth in this Section 8.2 will result in irreparable and continuing damage to the non-breaching party in their respective businesses and properties for which there will be no adequate remedy at law, and each party hereto agrees that in the event of any such breach, the non-breaching parties hereto shall be entitled to injunctive relief to restrain such breach by such party without the necessity of proof of actual damages or the posting of a bond, and to such other and further relief (including damages) as is proper under the circumstances.
Remedy for Certain Breaches. The Restricted Parties acknowledge and agree that the covenants in Section 5.1 hereof were negotiated at arms-length, are required for the fair and reasonable protection of Purchaser, that Purchaser would not have purchased the Purchased Assets had the Restricted Parties not agreed to these covenants, that the restrictions contained herein are designed to protect the business of Purchaser, and that the obligations of Purchaser in this Agreement constitute adequate consideration for Seller’s and Equityholder’s obligations under Section 5.1 hereof. The Restricted Parties further acknowledge and agree that a breach of any of the covenants, obligations or agreements set forth in Section 5.1 hereof will result in irreparable and continuing damage to Purchaser and its business and property for which there may be no adequate remedy at law, and the Restricted Parties agree that in the event of any such breach, Purchaser may be entitled to seek injunctive relief to restrain such breach by Seller or Equityholder, and to such other and further relief (including damages) as is proper under the circumstances.
Remedy for Certain Breaches. Executive acknowledges that in consideration for the covenants set forth in Sections 4 through 7 hereof, the Company has granted to Executive the employment, salary and benefits described herein, and that such covenants were negotiated at arms' length and are required for the fair and reasonable protec- tion of the Company. Executive further acknowledges and agrees that a breach of any of such covenants will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law, and Executive agrees that in the event of any such breach the Company and its successors and assigns shall be entitled to injunctive relief to restrain such breach by Executive and to such other and further relief (including damages) as is proper under the circumstances.
