Scope of Covenants; Remedies. The following provisions shall apply to the covenants of Executive contained in this Section 8:
(i) the covenants contained in paragraph (i) and (ii) of Section 8(a) shall apply within all the territories in which Company is actively engaged in the conduct of business while Executive is employed under this Agreement, including, without limitation, the territories in which customers are then being solicited;
(ii) without limiting the right of Company to pursue all other legal and equitable remedies available for violation by Executive of the covenants contained in this Section 8, it is expressly agreed by Executive and Company that such other remedies cannot fully compensate Company for any such violation and that Company shall be entitled to injunctive relief to prevent any such violation or any continuing violation thereof;
(iii) each party intends and agrees that if, in any action before any court or agency legally empowered to enforce the covenants contained in this Section 8, any term, restriction, covenant or promise contained therein is found to be unreasonable and accordingly unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency; and
(iv) the covenants contained in this Section 8 shall survive the conclusion of Executive's employment by Company.
Scope of Covenants; Remedies. The following provisions shall apply to the covenants of Executive contained in this Section 9:
(i) the covenants contained in paragraph (i) and (ii) of Section 9(a) shall apply within all the territories in which Company or its affiliates or subsidiaries are actively engaged in the conduct of business while Executive is employed under this Agreement;
(ii) without limiting the right of Company to pursue all other legal and equitable remedies available for violation by Executive of the covenants contained in this Section 9, it is expressly agreed by Executive and Company that such other remedies cannot fully compensate Company for any such violation and that Company shall be entitled to injunctive relief to prevent any such violation or any continuing violation thereof; provided, however, Company shall be entitled to injunctive relief only to protect itself from unfair competition of the type protected under Tennessee law.
(iii) each party intends and agrees that if, in any action before any court or agency legally empowered to enforce the covenants contained in this Section 9, any term, restriction, covenant or promise contained therein is found to be unreasonable and accordingly unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency; and
(iv) the covenants contained in this Section 9 shall survive the conclusion of Executive's employment by Company.
Scope of Covenants; Remedies. The following provisions ---------------------------- shall apply to the covenants of the Executive contained in Sections 5.1 and 5.2;
(A) the covenants contained in Section 5.1 shall apply within all the territories in which the Company is actively engaged in the conduct of business during the Employment Period, including, without limitation, the territories in which customers are then being solicited;
(B) the Executive confirms and acknowledges that (i) he was represented by counsel of his own choosing during the negotiation of the limitations set forth in this Article V, (ii) his strict adherence to the limitations imposed upon him was a material factor in Parent Company's entering into the Merger Agreement and consummating the transactions contemplated thereby, and agreeing to pay the Executive the cash and other compensation called for in this Agreement, (iii) the Company's ability to maintain continuing relationships with its employees without disruption was a material factor in Parent Company's entering into the Merger Agreement and agreeing to consummate the transactions contemplated thereby, (iv) his failure to adhere to the obligations imposed by this Article V will expose Parent Company to substantial and irreparable harm. Accordingly, the Executive agrees that the remedy at law for any breach by him of the covenants and agreements set forth in this Article V may be inadequate and that in the event of any such breach, the Company may, in addition to the other remedies that may be available to it at law, seek injunctive relief prohibiting him (together with all those persons associated with him) from breach of such covenants and agreements;
(C) each party intends and agrees that if in any action before any court or agency legally empowered to enforce the covenants contained in Sections 5.1 and 5.2 any term, restriction, covenant or promise contained therein is found to be unreasonable and accordingly unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency; and
(D) the covenants contained in Sections 5.1 and 5.2 shall survive the conclusion of the Executive's employment by the Company.
Scope of Covenants; Remedies. The following provisions shall apply to the covenants of the Executive contained in this Section:
(i) the covenants set forth in Sections 8(a)(i) and 8(a)(ii) shall apply within all territories in which the True North Group is actively engaged in the conduct of business during the Employment Period, including, without limitation, the territories in which customers are then being solicited;
(ii) each party intends and agrees that if in any action before any court or agency legally empowered to enforce the covenants contained in Sections 8(a) and 8(b) any term, restriction, covenant or promise contained therein is found to be unreasonable and accordingly unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency; and
(iii) the covenants contained in Sections 8(a) and 8(b) shall survive the conclusion of the Executive's employment by the Company.
Scope of Covenants; Remedies. The following provisions shall apply to the covenants of the Executive contained in Sections 5.1 and 5.2:
(a) the covenants contained in subsections (a) and (b) of Section 5.1 shall apply within all the territories in which the Company or any of its subsidiaries are actively engaged in the conduct of any of the phases of the Company's business including, without limitation, production, promotional and marketing activities, purchases, sales and distribution during the Employment Period;
(b) without limiting the right of the Company to pursue all other legal and equitable remedies available for violation by the Executive of the covenants contained in Sections 5.1 and 5.2, it is expressly agreed by the Executive and the Company that such other remedies cannot fully compensate the Company for any such violation or any continuing violation and that the Company shall be entitled to injunctive relief to prevent any such violation thereof; notwithstanding the foregoing, under no circumstances will the Executive be forced to forfeit his equity interest in the Company as a remedy for violating the covenants contained in Section 5.1.
(c) each party intends and agrees that if in any action before any courts or agency legally empowered to enforce the covenants contained in Section 5.1 and 5.2, any term, restriction, covenant or promise contained herein is found to be unreasonable and accordingly unenforceable, then such term, restriction, covenant or promise shall be deemed modified only to the extent necessary to make it enforceable by such court or agency; and
(d) except as otherwise specifically provided herein, the covenants contained in 5.2 shall survive the conclusion of the Executive's employment hereunder.
Scope of Covenants; Remedies. The following provisions shall apply to the covenants of the Executive contained in Sections 4.01 and 4.02:
(a) without limiting the right of the Company to pursue all other legal and equitable remedies available for violation by the Executive of the covenants contained in Sections 4.01 and 4.02, it is expressly agreed by the Executive and the Company that such other remedies cannot fully compensate the Company for any such violation and that the Company shall be entitled to injunctive relief to prevent any such violation or any continuing violation thereof;
(b) each party agrees that if in any action before any court or agency legally empowered to enforce the covenants contained in Sections 4.01 and 4.02 any term, restriction, covenant or promise contained therein is found to be unreasonable and accordingly unenforceable, then such term, restriction, covenant or promise shall be deemed modified to necessary to make it enforceable by such court or agency; and
(c) the covenants contained in Sections 4.01 and 4.02 shall survive the conclusion of the Executive's employment by the Company.
Scope of Covenants; Remedies. The following provisions shall apply to the covenants of the Executive contained in this Section:
(i) the covenants set forth in Sections 7(a)(i) and 7(a)(ii) shall apply within all geographic areas in North America and Africa in which the Company is actively engaged in the conduct of business during the Employment Period, including, without limitation, the geographic areas in North America and Africa in which customers are then being solicited;
(ii) the Executive expressly agrees and acknowledges that the covenants contained in Sections 7(a) and 7(b) are reasonable in all respects (including subject matter, time period and geography) and necessary because of the substantial and irreparable harm that would be caused to the Company by the Executive engaging in any of the prohibited activities contained in such Sections. The Executive expressly agrees and acknowledges that the covenants contained in this Agreement will not preclude the Executive from earning a livelihood, nor unreasonably limit the Executive's ability to earn a living, since the Executive has the ability and experience to engage in employment that will not breach or violate the covenants contained in this Agreement. Each party intends and agrees that if in any action before any court or agency legally empowered to enforce the covenants contained in Sections 7(a) and 7(b) any term, restriction, covenant or promise contained therein is found to be unreasonable and accordingly unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency; and
(iii) the covenants contained in Sections 7(a) and 7(b) shall survive the conclusion of the Executive's employment by the Company.
Scope of Covenants; Remedies. The following provisions shall apply to the covenants contained in Section 14 and 15 hereof; (a) The covenants contained in Sections 14(a) and 14(b) shall apply within the territories in which any of the Companies are actively engaged in the conduct of business during the Employment Period including, without limitation, the territories in which customers are then being solicited; (
Scope of Covenants; Remedies. The following provisions shall apply to the covenants of the Executive contained in this Section:
(i) the covenants set forth in Section 6(a)(i) and (ii) shall apply within all territories in which the Company is actively engaged in the conduct of business during the Non-Compete Period, including, without limitation, the territories in which customers are then being solicited; and
(ii) each party intends and agrees that if in any action before any court or agency legally empowered to enforce the covenants contained in Section 6(a) and (b) any term, restriction, covenant or promise contained therein is found to be unreasonable and accordingly unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.
Scope of Covenants; Remedies. Without limiting the right of the Company to pursue all other legal and equitable remedies available for violation by the Executive of the covenants contained in Sections 6, 7, 8 and 9 hereof, it is expressly agreed by the Executive and the Company that such other remedies cannot fully compensate the Company for any such violation and that the Company shall be entitled to a restraining order and injunctive relief to prevent any such violation or any continuing violation thereof.
