Common use of Scope of Covenants; Remedies Clause in Contracts

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 Sections 5.1 and 5.2;this Section: (Ai) the covenants contained set forth in Section 5.1 Sections 7(a)(i) and 7(a)(ii) shall apply within all the territories in which the Company 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; (Bii) the Executive confirms expressly agrees and acknowledges that the covenants contained in Sections 7(a) and 7(b) are reasonable in all respects (iincluding subject matter, time period and geography) he was represented by counsel of his own choosing during the negotiation and necessary because of the limitations set forth 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 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 will not preclude the Executive from earning a livelihood, nor unreasonably limit the cash Executive's ability to earn a living, since the Executive has the ability and other compensation called for experience to engage in employment that will not breach or violate the covenants contained 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 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 7(a) and 5.2 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 (Diii) the covenants contained in Sections 5.1 7(a) and 5.2 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 of the Executive Consultant contained in Sections 5.1 5 and 5.26; (Aa) the covenants contained in Section 5.1 5 shall apply within all on a worldwide basis, which is the territories in basis on which the Company is actively engaged in the conduct of business during the Employment Period, including, without limitation, the territories its businesses and in which customers are then being solicited; (Bb) without limiting the right of the Company to pursue all other legal and equitable remedies available for violation by the Consultant of the covenants contained in Section 5, 6 and 7, it is expressly agreed by the Consultant 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; (c) the Executive confirms Company 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 Consultant each intends 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 covenants contained in Sections 5, 6 and 7 are reasonably designed to protect the legitimate business interests of the covenants and agreements set forth in this Article V may be inadequate and that in Company without unnecessarily or unreasonably restricting the event Consultant's business opportunities during or after the termination of any such breachthe consulting Period, 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 but that if in any action before any court or agency legally empowered to enforce the covenants contained in Sections 5.1 5, 6 and 5.2 7 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 (Dd) the covenants contained Company shall advise the Consultant in Sections 5.1 writing of all businesses, industries and 5.2 shall survive activities the conclusion of the Executive's employment Company believes are covered by the prohibitions in Section 5, not so identified; provided, that neither the Company's listing of a business, industry or activity as covered by Section 5 nor the Consultant's failure to specifically object to such listing shall be conclusive as to such coverage. If Consultant notifies the Company in writing of a specific business, industry or activity in which the Consultant proposes to engage, the Company will notify Consultant promptly, in writing, of whether the Company would consider such business, industry or other activity to violate Section 5, and Consultant shall not be obliged to refrain from engaging in any such business, industry or activity if Company fails to do so within 30 days.

Scope of Covenants; Remedies. The following provisions ---------------------------- shall apply to the covenants of the Executive Consultant contained in Sections 5.1 5 and 5.2;6: (Aa) the covenants contained in Section 5.1 5 shall apply within all on a worldwide basis, which is the territories in basis on which the Company is actively engaged in the conduct of business during the Employment Period, including, without limitation, the territories its businesses and in which customers are then being solicited; (Bb) without limiting the right of the Company to pursue all other legal and equitable remedies available for violation by the Consultant of the covenants contained in Section 5, 6 and 7, it is expressly agreed by the Consultant 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; (c) the Executive confirms Company 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 Consultant each intends 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 covenants contained in Sections 5, 6 and 7 are reasonably designed to protect the legitimate business interests of the covenants and agreements set forth in this Article V may be inadequate and that in Company without unnecessarily or unreasonably restricting the event Consultant's business opportunities during or after the termination of any such breachthe consulting Period, 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 but that if in any action before any court or agency legally empowered to enforce the covenants contained in Sections 5.1 5, 6 and 5.2 7 any term, term restriction, covenant or promise contained therein is found to be unreasonable and accordingly unenforceable, then than such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency; and (Dd) the covenants contained Company shall advise the Consultant in Sections 5.1 writing of all businesses, industries and 5.2 shall survive activities the conclusion of the Executive's employment Company believes are covered by the prohibitions in Section 5, not so identified; provided, that neither the Company's listing of a business, industry or activity as covered by Section 5 not the Consultant's failure to specifically object to such listing shall be conclusive as to such coverage. If Consultant notifies the Company in writing of a specific business, industry or activity in which the Consultant proposes to engage, the Company will notify Consultant promptly, in writing, of whether the Company would consider such business, industry or other activity to violate Section 5, and Consultant shall not be obliged to refrain from engaging in any such business, industry or activity if Company fails to do so within 30 days.

Scope of Covenants; Remedies. The following provisions ---------------------------- shall apply to the covenants of the Executive Consultant contained in Sections 5.1 5 and 5.2;6: (Aa) the covenants contained in Section 5.1 5 shall apply within all on a worldwide basis, which is the territories in basis on which the Company is actively engaged in the conduct of business during the Employment Period, including, without limitation, the territories its businesses and in which customers are then being solicited; (Bb) without limiting the right of the Company to pursue all other legal and equitable remedies available for violation by the Consultant of the covenants contained in Section 5, 6 and 7, it is expressly agreed by the Consultant 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; (c) the Executive confirms Company 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 Consultant each intends 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 covenants contained in Sections 5, 6 and 7 are reasonably designed to protect the legitimate business interests of the covenants and agreements set forth in this Article V may be inadequate and that in Company without unnecessarily or unreasonably restricting the event Consultant's business opportunities during or after the termination of any such breachthe consulting Period, 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 but that if in any action before any court or agency legally empowered to enforce the covenants contained in Sections 5.1 5, 6 and 5.2 7 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 (Dd) the covenants contained Company shall advise the Consultant in Sections 5.1 writing of all businesses, industries and 5.2 shall survive activities the conclusion of the Executive's employment Company believes are covered by the prohibitions in Section 5, not so identified; provided, that neither the Company's listing of a business, industry or activity as covered by Section 5 nor the Consultant's failure to specifically object to such listing shall be conclusive as to such coverage. If Consultant notifies the Company in writing of a specific business, industry or activity in which the Consultant proposes to engage, the Company will notify Consultant promptly, in writing, of whether the Company would consider such business, industry or other activity to violate Section 5 and Consultant shall not be obliged to refrain from engaging in any such business, industry or activity if Company fails to do so within 30 days. Company agrees that Consultant may continue to serve as a director of Xxxxxxx Industries, Inc. and JLG Industries, Inc. notwithstanding any other provision of this Agreement.

Scope of Covenants; Remedies. The following provisions ---------------------------- shall apply to the covenants of the Executive contained in Sections 5.1 and 5.2;this Section: (Ai) the covenants contained set forth in Section 5.1 Sections 7(a)(i) and 7(a)(ii) shall apply within all the territories in which the Company FCB 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; (Bii) the Executive confirms expressly agrees and acknowledges that the covenants contained in Sections 7(a) and 7(b) are reasonable in all respects (iincluding subject matter, time period and geography) he was represented by counsel of his own choosing during the negotiation and necessary because of the limitations set forth 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 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 will not preclude the Executive from earning a livelihood, nor unreasonably limit the cash Executive's ability to earn a living, since the Executive has the ability and other compensation called for experience to engage in employment that will not breach or violate the covenants contained 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 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 7(a) and 5.2 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 (Diii) the covenants contained in Sections 5.1 7(a) and 5.2 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 of the Executive contained in Sections 5.1 6 and 5.2;7 hereof: (Aa) the covenants contained in Section 5.1 6 shall apply within all on a nationwide basis, which is the territories in basis on which the Company is actively engaged in the conduct of business during the Employment Period, including, without limitation, the territories its businesses and in which customers are then being solicited; (Bb) without limiting the right of the Company to pursue all other legal and equitable remedies available for violation by 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 contained in Section 6 and agreements set forth in this Article V may be inadequate 7 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 in the event of any such breach, the Company mayshall be entitled, in addition to the other rights and remedies that may be available existing in its favor, to it at law, seek a restraining order or orders and other injunctive relief prohibiting him (together with all those persons associated with him) from breach of to prevent any such covenants and agreements;violation or any continuing violation thereof; and (Cc) the Company and the Executive each party intends and agrees that the covenants contained in Sections 6 and 7 hereof are reasonably designed to protect the Company's legitimate business interests without unnecessarily or unreasonably restricting the Executive's business opportunities, but that if in any action before any court or agency legally empowered to enforce the covenants contained in Sections 5.1 6 and 5.2 7 hereof 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. (Dd) the covenants contained in Sections 5.1 and 5.2 shall survive Executive agrees that he will submit himself to the conclusion personal jurisdiction of the Executive's employment courts of the State of Illinois in any action by the Company to obtain injunctive or other relief. (e) the Executive agrees that, should he be found by a court of competent jurisdiction to be in violation of either Section 6 or 7 herein, or should either Section 6 or 7 herein be adjudged unenforceable by a court of competent jurisdiction, he shall immediately forfeit and re-pay any amounts paid to him hereunder, and due and owing to him if not yet paid, in additional to all other remedies herein and available to the Company.