Common use of Severability; Remedies Clause in Contracts

Severability; Remedies. (a) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction to the extent required to be enforceable under applicable law. If, at the time of enforcement of paragraph 7, a court shall hold that the restrictions stated therein are unreasonable under circumstances then existing, the parties agree such restrictions are divisible and shall be reduced to the extent required to be enforceable under applicable law. Executive acknowledges that the restrictions contained in paragraph 7 are reasonable and that Executive has reviewed this Agreement with Executive’s legal counsel. (b) In the event of the breach or a threatened breach by Executive of any of the provisions of paragraphs 5, 6, or 7, the Company (and its Subsidiaries) would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company (and its Subsidiaries) shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions thereof (without posting a bond or other security). Nothing herein shall be construed as prohibiting the Company (and its Subsidiaries) from pursuing any other remedies available to them, at law or in equity, for any breach or threatened breach of this Agreement (including, any of the provisions of paragraphs 5, 6 or 7) by Executive, including recovery of damages from Executive and forfeiture of any and all Severance.

Severability; Remedies. (a) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction to the extent required to be enforceable under applicable law. If, at the time of enforcement of paragraph 7, If a court shall hold that the restrictions stated therein are unreasonable under circumstances then existing, the parties Parties agree such restrictions are divisible and shall be reduced to the extent required to be enforceable under applicable law. Executive acknowledges that the restrictions contained in paragraph 7 are reasonable and that Executive has reviewed this Agreement with Executive’s legal counsel. (b) In the event of the breach or a threatened breach by Executive of any of the provisions of paragraphs Sections 5, 6, 6 or 7, the Company (and its SubsidiariesAffiliates) would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company (and its SubsidiariesAffiliates) shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions thereof (without posting a bond or other security). Nothing herein shall be construed as prohibiting the Company (and its SubsidiariesAffiliates) from pursuing any other remedies available to them, at law or in equity, for any breach or threatened breach of this Agreement (including, any of the provisions of paragraphs Sections 5, 6 or 7) by Executive, including recovery of damages from Executive and forfeiture of any and all Severance.

Severability; Remedies. (a) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction to the extent required to be enforceable under applicable law. If, at the time of enforcement of paragraph 78, a court shall hold that the restrictions stated therein are unreasonable under circumstances then existing, the parties agree such restrictions are divisible and shall be reduced to the extent required to be enforceable under applicable law. Executive acknowledges that the restrictions contained in paragraph 7 8 are reasonable and that Executive has reviewed this Agreement with Executive’s legal counsel. (b) In the event of the breach or a threatened breach by Executive of any of the provisions of paragraphs 5, 6, 7 or 78, the Company (and its Subsidiaries) would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company (and its Subsidiaries) shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions thereof (without posting a bond or other security). Nothing herein shall be construed as prohibiting the Company (and its Subsidiaries) from pursuing any other remedies available to themit, at law or in equity, for any breach or threatened breach of this Agreement (including, any of the provisions of paragraphs 56, 6 7 or 7) 8) by Executive, including recovery of damages from Executive and forfeiture of any and all Severance.

Severability; Remedies. (a) Whenever possible, each provision and term of this Agreement shall will be interpreted in such a manner as to be effective and valid under applicable lawvalid, but but, if any provision or term of this Agreement is held to be prohibited or invalid, illegal then such provision or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall term will be reformed, construed and enforced in such jurisdiction ineffective only to the extent required to be enforceable under applicable law. Ifof such prohibition or invalidity, at without invalidating or affecting in any manner whatsoever the time remainder of enforcement such provision or term or the remaining provisions or terms of paragraph 7, a court shall hold that the restrictions stated therein are unreasonable under circumstances then existing, the parties agree such restrictions are divisible and shall be reduced to the extent required to be enforceable under applicable law. Executive acknowledges that the restrictions contained in paragraph 7 are reasonable and that Executive has reviewed this Agreement with Executive’s legal counselAgreement. (b) In Executive acknowledges the event confidential and secret nature of Confidential Information and that the Company has devoted, and will continue to devote, considerable resources to the development or acquisition of the breach or a threatened breach by Confidential Information and Work Product. In light of this expenditure of resources, Executive of any further acknowledges (i) that the Confidential Information and Work Product has great economic value and is proprietary to the Company, (ii) that access to and use of the provisions Confidential Information is necessary and essential to the performance of paragraphs 5Executive’s duties and that development of Work Product is an inherent part of Executive’s duties, 6(iii) that Executive’s violation of Sections 6 or 7 would cause the Company to suffer immediate and irreparable harm and damage, (iv) that money damages would not provide an adequate remedy to the Company for any breach of Sections 6 or 7, and (v) that the restrictions and continuing obligations set forth in Sections 6 or 7 are fair and reasonably required for the protection of the Company (and its Subsidiaries) would suffer irreparable harmdo not impose a greater restraint on Executive than is necessary to protect the rights and other business interests of the Company. Therefore, and in addition and supplementary to other rights and remedies existing in its favor, the Company (and its Subsidiaries) shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions thereof (without posting a bond or other security). Nothing herein shall be construed as prohibiting the Company (and its Subsidiaries) from pursuing any other remedies available to themit, at law or in equity, for any breach or threatened breach of this Agreement (including, including any of the provisions of paragraphs 56, 6 or 7) by Executive, including recovery of damages from Executive and forfeiture of any and all Salary Severance and Bonus Severance. (c) The prevailing party in any action to enforce the terms of this Agreement or otherwise determine the rights and obligations of the parties shall be entitled to recover reasonable attorneys’ fees and legal costs as determined by the court or arbitrator in any such action.

Severability; Remedies. (a) Whenever possible, each provision and term of this Agreement shall will be interpreted in such a manner as to be effective and valid under applicable lawvalid, but but, if any provision or term of this Agreement is held to be prohibited or invalid, illegal then such provision or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall term will be reformed, construed and enforced in such jurisdiction ineffective only to the extent required to be enforceable under applicable law. Ifof such prohibition or invalidity, at without invalidating or affecting in any manner whatsoever the time remainder of enforcement such provision or term or the remaining provisions or terms of paragraph 7, a court shall hold that the restrictions stated therein are unreasonable under circumstances then existing, the parties agree such restrictions are divisible and shall be reduced to the extent required to be enforceable under applicable law. Executive acknowledges that the restrictions contained in paragraph 7 are reasonable and that Executive has reviewed this Agreement with Executive’s legal counselAgreement. (b) In Executive acknowledges the event confidential and secret nature of Confidential Information and that the Company has devoted, and will continue to devote, considerable resources to the development or acquisition of the breach or a threatened breach by Confidential Information and Work Product. In light of this expenditure of resources, Executive of any further acknowledges (i) that the Confidential Information and Work Product has great economic value and is proprietary to the Company, (ii) that access to and use of the provisions Confidential Information is necessary and essential to the performance of paragraphs 5Executive’s duties and that development of Work Product is an inherent part of Executive’s duties, (iii) that Executive’s violation of Sections 5 or 6 would cause the Company to suffer immediate and irreparable harm and damage, (iv) that money damages would not provide an adequate remedy to the Company for any breach of Sections 5 or 6, and (v) that the restrictions and continuing obligations set forth in Sections 5 or 7, 6 are fair and reasonably required for the protection of the Company (and its Subsidiaries) would suffer irreparable harmdo not impose a greater restraint on Executive than is necessary to protect the rights and other business interests of the Company. Therefore, and in addition and supplementary to other rights and remedies existing in its favor, the Company (and its Subsidiaries) shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions thereof (without posting a bond or other security). Nothing herein shall be construed as prohibiting the Company (and its Subsidiaries) from pursuing any other remedies available to themit, at law or in equity, for any breach or threatened breach of this Agreement (including, including any of the provisions of paragraphs 5, 6 Sections 5 or 76) by Executive. (c) The prevailing party in any final adjudication, including recovery through appeal, action to enforce the terms of damages from Executive this Agreement or otherwise determine the rights and forfeiture obligations of the parties shall be entitled to recover reasonable attorneys’ fees and legal costs as determined by the court or arbitrator in any and all Severancesuch final action.

Severability; Remedies. (a) a. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction to the extent required to be enforceable under applicable law. If, at the time of enforcement of paragraph 7, a court shall hold that the restrictions stated therein are unreasonable under circumstances then existing, the parties agree such restrictions are divisible and shall be reduced to the extent required to be enforceable under applicable law. Executive acknowledges that the restrictions contained in paragraph 7 are reasonable and that Executive has reviewed this Agreement with Executive’s legal counsel. (b) b. In the event of the breach or a threatened breach by Executive of any of the provisions of paragraphs 5, 6, or 7, the Company (and its Subsidiaries) would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company (and its Subsidiaries) shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions thereof (without posting a bond or other security). Nothing herein shall be construed as prohibiting the Company (and its Subsidiaries) from pursuing any other remedies available to them, at law or in equity, for any breach or threatened breach of this Agreement (including, any of the provisions of paragraphs 5, 6 or 7) by Executive, including recovery of damages from Executive and forfeiture of any and all Severance.

Severability; Remedies. (a) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction to the extent required to be enforceable under applicable law. If, at the time of enforcement of paragraph 7, If a court shall hold that the restrictions stated therein are unreasonable under circumstances then existing, the parties Parties agree such restrictions are divisible and shall be reduced to the extent required to be enforceable under applicable law. Executive acknowledges that the restrictions contained in paragraph 7 are reasonable and that Executive has reviewed this Agreement with Executive’s legal counsel. (b) In the event of the breach or a threatened breach by Executive of any of the provisions of paragraphs 5, Sections 5 and 6, or 7, the Company (and its SubsidiariesAffiliates) would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company (and its SubsidiariesAffiliates) shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions thereof (without posting a bond or other security). Nothing herein shall be construed as prohibiting the Company (and its SubsidiariesAffiliates) from pursuing any other remedies available to them, at law or in equity, for any breach or threatened breach of this Agreement (including, any of the provisions of paragraphs 5, 6 or 7Sections 5 and 6) by Executive, including recovery of damages from Executive and forfeiture of any and all Severance.

Severability; Remedies. (a) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction to the extent required to be enforceable under applicable law. If, at the time of enforcement of paragraph Section 7, a court shall hold that the restrictions stated therein are unreasonable under circumstances then existing, the parties agree such restrictions are divisible and shall be reduced to the extent required to be enforceable under applicable law. Executive acknowledges that the restrictions contained in paragraph Section 7 are reasonable and that Executive has reviewed this Agreement with Executive’s legal counsel. (b) In the event of the breach or a threatened breach by Executive of any of the provisions of paragraphs Sections 5, 6, or 7, the Company (and its Subsidiaries) would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company (and its Subsidiaries) shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions thereof (without posting a bond or other security). Nothing herein shall be construed as prohibiting the Company (and its Subsidiaries) from pursuing any other remedies available to them, at law or in equity, for any breach or threatened breach of this Agreement (including, any of the provisions of paragraphs Sections 5, 6 or 7) by Executive, including recovery of damages from Executive and forfeiture of any and all Severance.