Common use of SEVERABILITY; INJUNCTIVE RELIEF Clause in Contracts

SEVERABILITY; INJUNCTIVE RELIEF. (a) If any provision of this Agreement or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remainder of the provisions of this Agreement (or the application of such provision in other jurisdictions or to Persons or circumstances other than those to which it was held invalid, illegal or unenforceable) will in no way be affected, impaired or invalidated, and to the extent permitted by applicable Law, any such provision will be restricted in applicability or reformed to the minimum extent required for such provision to be enforceable. This provision will be interpreted and enforced to give effect to the original written intent of the parties prior to the determination of such invalidity or unenforceability. (b) The parties acknowledge and agree that the provisions of Sections 8.2 and 8.3(b) are reasonably necessary to protect the legitimate interests of Purchaser, its Affiliates and their businesses and Seller, its Affiliates and their businesses (in the case of Section 8.3(b) only) and that any violation of Sections 8.2 or 8.3(b) will result in irreparable injury to Purchaser and its Affiliates (or Seller and its Affiliates, in the case of Section 8.3(b) only), the exact amount of which will be difficult to ascertain and the remedies at Law for which will not be reasonable or adequate compensation to Purchaser and its Affiliates (or Seller and its Affiliates, in the case of Section 8.3(b) only) for such a violation. Accordingly, Seller agrees that if it violates any of the provisions of Section 8.2 or 8.3(b), and Purchaser agrees that if it violates any of the provisions of Section 8.3(b), in addition to any other remedy available at Law or in equity, Purchaser (or Seller, in the case of Section 8.3(b) only) will be entitled to seek specific performance or injunctive relief without posting a bond, or other security, and without the necessity of proving actual damages.

SEVERABILITY; INJUNCTIVE RELIEF. (a) The provisions of this Agreement are severable. If any provision of this Agreement or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable otherwise unenforceable, in whole or in part, the remaining provisions or enforceable parts thereof will not be affected thereby and will be enforced to the fullest extent permitted by law. In addition, should any respect provision or any portion thereof ever be adjudicated by a court of competent jurisdictionjurisdiction to exceed the time or other limitation permitted by applicable Law as determined by such court in such action, the remainder of the then such provisions of this Agreement (or the application of such provision in other jurisdictions or to Persons or circumstances other than those to which it was held invalidwill be decreased, illegal or unenforceable) will in no way be affected, impaired or invalidated, and performed to the extent permitted maximum time or other limitations prescribed by applicable Law, any such provision will be restricted in applicability or reformed to the minimum extent required for such provision to be enforceable. This provision will be interpreted and enforced to give effect to the original written intent of the parties prior to the determination of acknowledging their desire that in such invalidity or unenforceabilityevent such action be taken. (b) The parties acknowledge and agree that the provisions of Section 8.17 are reasonably necessary to protect the legitimate interests of Seller, its Affiliates and their businesses and (i) that any violation of Section 8.17 will result in irreparable injury to Seller, and its Affiliates, the exact amount of which will be difficult to ascertain and the remedies at Law for which will not be reasonable or adequate compensation to Seller and its Affiliates for such a violation. Accordingly, Purchaser hereby agrees that if Purchaser violates any of the provisions of Section 8.17 in addition to any other remedy available at law or in equity, Seller will be entitled to seek specific performance or injunctive relief without posting a bond, or other security, and without the necessity of proving actual damages. (c) The parties acknowledge and agree that the provisions of Sections 8.2 8.2, 8.8 and 8.3(b) 8.17 are reasonably necessary to protect the legitimate interests of Purchaser, its Affiliates and their businesses and Seller, its Affiliates and their businesses (in the case of Section 8.3(bi) only) and that any violation of Sections 8.2 8.2, 8.8 or 8.3(b) 8.17 will result in irreparable injury to Purchaser and its Affiliates (or Seller Purchaser, and its Affiliates, in the case of Section 8.3(b) only), the exact amount of which will be difficult to ascertain and the remedies at Law for which will not be reasonable or adequate compensation to Purchaser and its Affiliates (or Seller and its Affiliates, in the case of Section 8.3(b) only) for such a violation. Accordingly, Seller hereby agrees that if it Seller violates any of the provisions of Section 8.2 Sections 8.2, 8.8 or 8.3(b), and Purchaser agrees that if it violates any of the provisions of Section 8.3(b), 8.17 in addition to any other remedy available at Law law or in equity, Purchaser (or Seller, in the case of Section 8.3(b) only) will be entitled to seek specific performance or injunctive relief without posting a bond, or other security, and without the necessity of proving actual damages.

SEVERABILITY; INJUNCTIVE RELIEF. (a) If any provision of this Agreement or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remainder of the provisions of this Agreement (or the application of such provision in other jurisdictions or to Persons or circumstances other than those to which it was held invalid, illegal or unenforceable) will in no way be affected, impaired or invalidated, and to the extent permitted by applicable Law, any such provision will be restricted in applicability or reformed to the minimum extent required for such provision to be enforceable. This provision will be interpreted and enforced to give effect to the original written intent of the parties prior to the determination of such invalidity or unenforceability. (b) The parties acknowledge and agree that the provisions of Sections 8.2 7.2 and 8.3(b7.3(b) are reasonably necessary to protect the legitimate interests of the Purchaser, its Affiliates and their businesses and Sellerthe Sellers, its Affiliates and their businesses (in the case of Section 8.3(b7.3(b) only) and that any violation of Sections 8.2 7.2 or 8.3(b7.3(b) will result in irreparable injury to the Purchaser and its Affiliates (or Seller the Sellers and its Affiliates, in the case of Section 8.3(b7.3(b) only), the exact amount of which will be difficult to ascertain and the remedies at Law for which will not be reasonable or adequate compensation to the Purchaser and its Affiliates (or Seller the Sellers and its Affiliates, in the case of Section 8.3(b7.3(b) only) for such a violation. Accordingly, Seller the Sellers agrees that if it violates they violate any of the provisions of Section 8.2 Sections 7.2 or 8.3(b7.3(b), and the Purchaser agrees that if it violates any of the provisions of Section 8.3(b7.3(b), in addition to any other remedy available at Law or in equity, the Purchaser (or Sellerthe Sellers, in the case of Section 8.3(b7.3(b) only) will be entitled to seek specific performance or injunctive relief without posting a bond, or other security, and without the necessity of proving actual damages. The parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. INPUT/OUTPUT, INC. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- GX TECHNOLOGY CORPORATION By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- SELLERS: BA CAPITAL COMPANY, L.P. BY: -------------------------------------------------- Xxxxxx X. Xxxxx, General Partner TEBAK, INC. BY: -------------------------------------------------- Xxxxxx X. Xxxxxx, President TEBAK PARTNERSHIP L.P. BY TEBAK, INC., Its General Partner BY: ------------------------------------------------ Xxxxxx X. Xxxxxx, President XXXXXX X. XXXXXX 2004 GRANTOR RETAINED ANNUITY TRUST BY: -------------------------------------------------- Xxxxxxx X. Xxxxxx, Co-Trustee of the Xxxxxx X. Xxxxxx Grantor Retained Annuity Trust, solely in his fiduciary capacity and not in his individual capacity BY: -------------------------------------------------- Xxxxxxxxx Xxxxxx Xxxxxxxxxx, Co-Trustee of the Xxxxxx X. Xxxxxx Grantor Retained Annuity Trust, solely in his fiduciary capacity and not in his individual capacity XXXXXX X. XXXXXX 2004 GRANTOR RETAINED ANNUITY TRUST BY: -------------------------------------------------- Xxxxxxx X. Xxxxxx, Co-Trustee of the Xxxxxx X. Xxxxxx Grantor Retained Annuity Trust, solely in his fiduciary capacity and not in his individual capacity BY: -------------------------------------------------- Xxxxxxxxx Xxxxxx Xxxxxxxxxx, Co-Trustee of the Xxxxxx X. Xxxxxx Grantor Retained Annuity Trust, solely in his fiduciary capacity and not in his individual capacity ----------------------------------------------------- Xxxxxx X. Xxxxxx