Common use of Scope; Equitable Relief; Other Remedies Clause in Contracts

Scope; Equitable Relief; Other Remedies. The Company and the Executive acknowledge that the time, scope, geographic area and other provisions of this Section 5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. The Executive and the Company acknowledge and agree that the terms of this Section 5: (i) are reasonable in light of all of the circumstances; (ii) are sufficiently limited to protect the legitimate interests of the Executive, the Company and its Affiliates; (iii) impose no undue hardship on the Executive, the Company or its Affiliates; and (iv) are not injurious to the public. Each party hereto further acknowledges and agrees that (x) a breach of the provisions of this Section 5 may cause irreparable harm to the other party(ies), which cannot be adequately compensated by money damages, and (y) if a party elects to prevent any of the other parties from breaching such provisions by obtaining an injunction against such party, there is a reasonable probability of enjoining party’s eventual success on the merits. Each party consents and agrees that (x) if any party commits any such breach or threatens to commit any breach, the other party(ies) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to such party for such breach, including the recovery of money damages and (y) if the Executive materially violates the provisions of Sections 5.1-5.4 during the Restricted Period, and, if such violation is curable, is not promptly cured after written notice, any severance being paid to the Executive pursuant to this Agreement shall immediately cease. The parties hereto acknowledge and agree that the provisions of Section 7.8 below are accurate and necessary because (A) this Agreement is entered into in the State of New York, (B) as of the Employment Commencement Date, the State of New York will have a substantial relationship to the parties hereto, (C) the use of New York law provides certainty to the parties hereto in any covenant litigation in the United States, and (D) enforcement of the provisions of this Section 5 would not violate any fundamental public policy of the State of New York or any other jurisdiction. In the event that the agreements in this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement (Skype S.a r.l.)

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Scope; Equitable Relief; Other Remedies. The Company and the Executive acknowledge that the time, scope, geographic area and other provisions of this Section 5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. The Executive and the Company acknowledge and agree that the terms of this Section 5: (i) are reasonable in light of all of the circumstances; (ii) are sufficiently limited to protect the legitimate interests of the Executive, the Company and its Affiliates; (iii) impose no undue hardship on the Executive, the Company or its Affiliates; and (iv) are not injurious to the public. Each party hereto further acknowledges and agrees that (x) a breach of the provisions of this Section 5 may cause irreparable harm to the other party(ies), which cannot be adequately compensated by money damages, and (y) if a party elects to prevent any of the other parties from breaching such provisions by obtaining an injunction against such party, there is a reasonable probability of enjoining party’s eventual success on the merits. Each party consents and agrees that (x) if any party commits any such breach or threatens to commit any breach, the other party(ies) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to such party for such breach, including the recovery of money damages and (y) if the Executive materially violates the provisions of Sections 5.1-5.4 during the Restricted Period, and, if such violation is curable, is not promptly cured after written notice, any severance being paid to the Executive pursuant to this Agreement shall immediately cease. The parties hereto acknowledge and agree that the provisions of Section 7.8 below are accurate and necessary because (A) this Agreement is entered into in the State of New York, (B) as of the Employment Commencement Effective Date, the State of New York will have a substantial relationship to the parties heretohereto and to the transactions contemplated by the Sale and Purchase Agreement, (C) the use of New York law provides certainty to the parties hereto in any covenant litigation in the United States, and (D) enforcement of the provisions of this Section 5 would not violate any fundamental public policy of the State of New York or any other jurisdiction. In the event that the agreements in this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement (Skype S.a r.l.)

Scope; Equitable Relief; Other Remedies. The Company and the Executive acknowledge that the time, scope, geographic area and other provisions of this Section 5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. The Executive and the Company acknowledge and agree that the terms of this Section 5: (i) are reasonable in light of all of the circumstances; (ii) are sufficiently limited to protect the legitimate interests of the Executive, the Company and its Affiliates; (iii) impose no undue hardship on the Executive, the Company or its Affiliates; and (iv) are not injurious to the public. Each party hereto further acknowledges and agrees that (x) a breach of the provisions of this Section 5 may cause irreparable harm to the other party(ies), which cannot be adequately compensated by money damages, and (y) if a party elects to prevent any of the other parties from breaching such provisions by obtaining an injunction against such party, there is a reasonable probability of enjoining party’s eventual success on the merits. Each party consents and agrees that (x) if any party commits any such breach or threatens to commit any breach, the other party(ies) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to such party for such breach, including the recovery of money damages or recoupment in accordance with Section 4.12 and (y) if the Executive materially violates the provisions of Sections 5.1-5.4 5.5 during the Restricted Period, and, if such violation is curable, curable and is not promptly cured after written notice, any severance being paid to the Executive pursuant to this Agreement shall immediately ceasecease and the Company will have the rights set forth in Section 4.12. The parties hereto acknowledge and agree that the provisions of Section 7.8 below are accurate and necessary because (A) this Agreement is entered into in the State of New YorkDelaware, (B) as of the Employment Commencement Effective Date, the State of New York Delaware will have a substantial relationship to the parties hereto, (C) the use of New York Delaware law provides certainty to the parties hereto in any covenant litigation in the United States, and (D) enforcement of the provisions of this Section 5 would not violate any fundamental public policy of the State of New York Delaware or any other jurisdiction. In the event that the agreements in this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.

Appears in 1 contract

Samples: Employment Agreement (Skype S.a r.l.)

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Scope; Equitable Relief; Other Remedies. The Company and the Executive acknowledge that the time, scope, geographic area and other provisions of this Section 5 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. The Executive and the Company acknowledge and agree that the terms of this Section 5: (i) are reasonable in light of all of the circumstances; (ii) are sufficiently limited to protect the legitimate interests of the Executive, the Company and its Affiliates; (iii) impose no undue hardship on the Executive, the Company or its Affiliates; and (iv) are not injurious to the public. Each party hereto further acknowledges and agrees that (x) a breach of the provisions of this Section 5 may cause irreparable harm to the other party(ies), which cannot be adequately compensated by money damages, and (y) if a party elects to prevent any of the other parties from breaching such provisions by obtaining an injunction against such party, there is a reasonable probability of enjoining party’s eventual success on the merits. Each party consents and agrees that (x) if any party commits any such breach or threatens to commit any breach, the other party(ies) shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to such party for such breach, including the recovery of money damages or recoupment in accordance with Section 4.13 and (y) if the Executive materially violates the provisions of Sections 5.1-5.4 during the Restricted Period, and, if such violation is curable, curable and is not promptly cured after written notice, any severance being paid to the Executive pursuant to this Agreement shall immediately ceasecease and the Company will have the rights set forth in Section 4.13. The parties hereto acknowledge and agree that the provisions of Section 7.8 below are accurate and necessary because (A) this Agreement is entered into in the State of New YorkCalifornia, (B) as of the Employment Commencement Effective Date, the State of New York California will have a substantial relationship to the parties hereto, (C) the use of New York California law provides certainty to the parties hereto in any covenant litigation in the United States, and (D) enforcement of the provisions of this Section 5 would not violate any fundamental public policy of the State of New York California or any other jurisdiction. In the event that the agreements in this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.

Appears in 1 contract

Samples: Employment Agreement (Skype S.a r.l.)

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