Common use of Specific Performance; Injunctive Relief Clause in Contracts

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ This Annex II constitutes part of the Agreement dated January 23, 2020 (the “Agreement”) by and between ▇▇▇▇▇▇ ▇▇▇▇▇ (“You”) and The Madison Square Garden Company (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).

Appears in 2 contracts

Sources: Employment Agreement (MSG Entertainment Spinco, Inc.), Employment Agreement (Madison Square Garden Co)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ’Ambrosio This Annex II constitutes part of the Agreement dated January 23October 25, 2020 2018 (the “Agreement”) by and between ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇ (“You”) and The Madison Square Garden Company (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).

Appears in 2 contracts

Sources: Employment Agreement (MSG Entertainment Spinco, Inc.), Employment Agreement (Madison Square Garden Co)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ’Ambrosio This Annex II constitutes part of the Agreement dated January 23November 17, 2020 2021 (the “Agreement”) by and between ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇ (“You”) and The Madison Square Garden Company Entertainment Corp. (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).

Appears in 1 contract

Sources: Employment Agreement (Madison Square Garden Entertainment Corp.)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Page 10 threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Page 11 This Annex II constitutes part of the Agreement dated January 23, 2020 (the “Agreement”) by and between ▇▇▇▇▇▇ ▇▇▇▇▇ (“You”) and The Madison Square Garden Company (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).

Appears in 1 contract

Sources: Employment Agreement (Madison Square Garden Sports Corp.)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇ This Annex II ▇▇▇▇▇ ▇▇ constitutes part of the Agreement dated January 23April 20, 2020 2023 (the “Agreement”) by and between ▇▇▇▇▇▇▇▇▇▇▇▇ (“You”) and The Madison Square Garden Company Entertainment Corp. (to be renamed Sphere Entertainment Co.) (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).

Appears in 1 contract

Sources: Employment Agreement (Sphere Entertainment Co.)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ This Annex II constitutes part of the Agreement dated January 23March 4, 2020 (the “Agreement”) by and between ▇▇▇▇▇▇ ▇▇▇▇▇ (“You”) and The Madison Square Garden Company (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).2014

Appears in 1 contract

Sources: Employment Agreement (Madison Square Garden Co)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇ ▇’Ambrosio This ▇▇▇▇▇ This Annex II ▇▇ constitutes part of the Agreement dated January 23November 17, 2020 2021 (the “Agreement”) by and between ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇ (“You”) and The Madison Square Garden Company Entertainment Corp. (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).

Appears in 1 contract

Sources: Employment Agreement (MSGE Spinco, Inc.)

Specific Performance; Injunctive Relief. You understand and agree that (i) Any and all remedies available to a Party under the provisions law will be deemed cumulative with and not exclusive of this Annex I are reasonable any other remedy conferred hereby, or by law or equity upon such Party, and appropriate for the Company’s protection exercise by a Party of its legitimate business interests, any one remedy will not preclude the exercise of any other remedy. (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, The Parties hereby agree that irreparable harm damage would occur in the event you that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such non-performance or breach. Accordingly, the Parties acknowledge and hereby agree that in the event of any breach or threatened breach by the Principal Stockholder or either of the FP Funds, on the one hand, or Parent, Merger Sub and Successor Sub, on the other hand, of any of your their respective covenants or obligations under the covenants and agreements set forth in this Annex IAgreement, that monetary damages will be inadequate to compensate the Company for such breach Principal Stockholder and that the Company FP Funds, on the one hand, and Parent, Merger Sub and Successor Sub, on the other hand, shall be entitled to injunctive relief as a remedy for any such breach (an injunction or injunctions to prevent or restrain breaches or threatened breachbreaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement, without posting any bond or other undertaking or proving damages. Such Parent, Merger Sub and Successor Sub hereby agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by Parent, Merger Sub and Successor Sub, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of Parent, Merger Sub and Successor Sub under this Agreement. The Principal Stockholder and the FP Funds hereby agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by the Principal Stockholder or either of the FP Funds, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the Principal Stockholder and the FP Funds under this Agreement. The Parties further agree that (A) by seeking the remedies provided for in this Section 13(i)(ii), a B-14 Party shall not in any respect waive its right to seek any other form of relief that may be deemed available to be the exclusive remedy a Party under this Agreement (including monetary damages) in the event of breach by you of any of that this Agreement has been terminated or in the covenants event that the remedies provided for in this Section 13(i)(ii) are not available or agreements otherwise are not granted, and (B) nothing set forth in this Annex ISection 13(i)(ii) shall require any Party to institute any Proceeding for (or limit any Party’s right to institute any Proceeding for) specific performance under this Section 13(i)(ii) prior or as a condition to exercising any termination right hereunder (or pursuing damages prior to or after such termination), but nor shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting commencement of any bond Proceeding pursuant to this Section 13(i)(ii) or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I Section 13(i)(ii) restrict or limit any Party’s right to terminate this Agreement in any material respect, then, in addition to all other rights and remedies available to accordance with the Company, the Company shall have no further obligation to pay you any severance benefits terms of this Agreement or to provide you with pursue any other rights or benefits to which you would have been entitled pursuant to remedies under this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ This Annex II constitutes part of the Agreement dated January 23, 2020 (the “Agreement”) by and between ▇▇▇▇▇▇ ▇▇▇▇▇ (“You”) and The Madison Square Garden Company (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause may be available then or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto)thereafter.

Appears in 1 contract

Sources: Merger Agreement (Computer Programs & Systems Inc)

Specific Performance; Injunctive Relief. You understand acknowledge and agree that (i) the provisions of this Annex I Sections 8, 9 and 10 are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex Isuch Sections, and (iii) the Company will may suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex Isuch Sections, such that monetary damages will may be inadequate to compensate the Company for such breach breach, and that the Company shall be entitled to seek injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex Iany of Sections 8, 9 and 10, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event that a court of competent jurisdiction or arbitrator determines that you violate violated the covenants and agreements set forth in this Annex I any of Sections 8, 9 and 10 in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits unpaid amount or benefit set forth in Sections 16(a)(i)-(iv) or Sections 16(b)(i)-(iv) or to provide you with any other unpaid rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the such covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ This Annex II constitutes part of the Agreement dated January 23, 2020 (the “Agreement”) by and between ▇▇▇▇▇▇ ▇▇▇▇▇ (“You”) and The Madison Square Garden Company (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto)agreements.

Appears in 1 contract

Sources: Employment Agreement (Sothebys)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex IAnnex, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex IAnnex, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respectAnnex, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇Annex. ▇▇▇▇▇▇ ▇▇▇▇▇ This Annex II constitutes You further acknowledge and agree that the services rendered by you for the Company are special and unique and that a part of the consideration set forth in the Agreement dated January 23is in exchange for your promises set forth in Section 2 (Non-Competition) in this Annex, 2020 (and that the “Agreement”) by and between ▇▇▇▇▇▇ ▇▇▇▇▇ (“You”) and The Madison Square Garden Company (the “Company”). The provisions of set forth in this Annex II shall remain in effect during your employment by the Company are reasonable and necessary for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance legitimate protection of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto)its business interests.

Appears in 1 contract

Sources: Employment Agreement (AMC Networks Inc.)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ This Annex II ▇▇▇▇▇ ▇▇ constitutes part of the Agreement dated January 23April 25, 2020 2023 (the “Agreement”) by and between ▇▇▇▇▇▇▇▇▇▇▇▇▇ (“You”) and The Madison Square Garden Company Sports Corp. (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).

Appears in 1 contract

Sources: Employment Agreement (Madison Square Garden Sports Corp.)

Specific Performance; Injunctive Relief. You understand and agree Each Party acknowledges (1) that it will be impossible to measure in money the damage to Intel if Clearwire and/or its successors or assigns (icollectively, the "Breaching Party") or any legal representative of the Breaching Party breaches or otherwise fails to comply with any of the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex IAgreement, and (iii2) the Company will suffer immediate, irreparable harm that in the event you of any such breach or failure, Intel will suffer irreparable harm and will not have an adequate remedy at law or in damages. Accordingly, the Parties agree that in the event of a breach or threatened breach by the Breaching Party or other failure of the Breaching Party to comply with any of your obligations under the covenants and agreements set forth in provisions of this Annex IAgreement, that monetary damages will be inadequate to compensate the Company for such breach and that the Company Intel shall be entitled to specific performance of each of the terms of this Agreement and to preliminary and permanent injunctive relief (without the requirement of the posting of a bond or other security), from any court of competent jurisdiction, to enforce the terms of this Agreement and restrain the Breaching Party from violating the provisions of this Agreement, and the Breaching Party hereby waives any defense thereto, including, without limitation, the defenses of availability of relief in damages. Nothing herein contained shall be construed as a remedy prohibiting Intel from pursuing any other remedies available to it for any such breach (or threatened breach), including without limitation, the recovery of damages from Breaching Party. Such remedy shall not be deemed to be the exclusive remedy in In the event of any breach of this Agreement, Intel shall have the right and remedy, in addition to any other rights and remedies it may have, to require Breaching Party to account for and pay to Intel all consideration, profits, monies, accruals, increments or other benefits (collectively, the "BENEFITS") derived or received by you Breaching Party as the result of any transactions constituting a breach of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting provisions of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in and Breaching Party hereby agrees to account for and pay over such Benefits to Intel. In the event you violate that it is necessary to make a determination of any damages resulting from a breach of this Agreement, the covenants amount of such damages shall not be determined based upon any cash payment made by Intel to Breaching Party, and agreements set forth the parties hereby acknowledge that damages resulting from a breach of this Agreement may, under certain circumstances, be higher than any cash amounts paid by Intel to Breaching Party." Unless otherwise expressly agreed to in writing by Intel, and except as expressly provided in this Annex I in any material respectSection 13.3, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ This Annex II constitutes part of the Agreement dated January 23, 2020 (the “Agreement”) by and between ▇▇▇▇▇▇ ▇▇▇▇▇ (“You”) and The Madison Square Garden Company (the “Company”). The provisions of this Annex II Agreement, other than the provisions enumerated in the immediately preceding sentence, shall remain in full force and effect during your employment by the Company and for one year following the termination any such Transfer with respect to which Intel has affirmatively agreed in writing to assign this Agreement or as otherwise permitted upon a Change of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions Control of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required Clearwire pursuant to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto)Section 13.3.2.

Appears in 1 contract

Sources: Mobile Wimax Network Collaboration Agreement (Clearwire Corp)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ This Annex II constitutes part of the Agreement dated January March 23, 2020 2022 (the “Agreement”) by and between ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ (“You”) and The Madison Square Garden Company Entertainment Corp. (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).

Appears in 1 contract

Sources: Employment Agreement (Madison Square Garden Entertainment Corp.)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ This Annex II ▇▇▇▇▇ ▇▇ constitutes part of the Agreement dated January March 23, 2020 2022 (the “Agreement”) by and between ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ (“You”) and The Madison Square Garden Company Entertainment Corp. (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).

Appears in 1 contract

Sources: Employment Agreement (MSGE Spinco, Inc.)

Specific Performance; Injunctive Relief. You understand acknowledge and agree that (i) the provisions of this Annex I Sections 11, 12, 13 and 14 are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex Isuch Sections, and (iii) the Company will may suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex Isuch Sections, such that monetary damages will may be inadequate to compensate the Company for such breach breach, and that the Company shall be entitled to seek injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex Iany of Sections 11, 12, 13 and 14, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event that a court of competent jurisdiction or arbitrator determines that you violate violated the covenants and agreements set forth in this Annex I any of Sections 11, 12, 13 and 14 in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits unpaid amount in respect of the Severance Amount (as defined in Section 19 below) or to provide you with any other unpaid rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the such covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ This Annex II constitutes part of the Agreement dated January 23, 2020 (the “Agreement”) by and between ▇▇▇▇▇▇ ▇▇▇▇▇ (“You”) and The Madison Square Garden Company (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto)agreements.

Appears in 1 contract

Sources: Employment Agreement (Sothebys)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇September 11, 2015 This Annex II constitutes part of the Agreement dated January 23September 11, 2020 2015 (the “Agreement”) by and between ▇▇▇▇▇▇▇▇▇▇ (“You”) and The Madison Square Garden Company (to be renamed MSG Networks Inc., the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t does not then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).

Appears in 1 contract

Sources: Employment Agreement (Madison Square Garden Co)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ This Annex II constitutes part of the Agreement dated January 23September 11, 2020 2015 (the “Agreement”) by and between ▇▇▇▇▇▇ ▇▇▇▇▇ (“You”) and The Madison Square Garden Company (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).

Appears in 1 contract

Sources: Employment Agreement (Madison Square Garden Co)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the ▇▇. ▇▇▇▇ ▇▇▇▇▇▇-Gorski Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇-Gorski This Annex II constitutes part of the Agreement dated January 23September 11, 2020 2015 (the “Agreement”) by and between ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ (“You”) and The Madison Square Garden Company (to be renamed MSG Networks Inc., the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then existCause, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).

Appears in 1 contract

Sources: Employment Agreement (MSG Networks Inc.)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇Ms. ▇▇▇▇▇ ▇▇▇▇▇ This Annex II constitutes part of the Agreement dated January 23, 2020 (the “Agreement”) by and between ▇▇▇▇▇▇ ▇▇▇▇▇ (“You”) and The Madison Square Garden Company (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; providedApril 30, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).2015

Appears in 1 contract

Sources: Employment Agreement (MSG Spinco, Inc.)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you Ms. ▇▇▇▇▇ ▇▇▇▇▇▇▇ April 30, 2015 would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ This Annex II constitutes part of the Agreement dated January 23, 2020 (the “Agreement”) by and between ▇▇▇▇▇▇ ▇▇▇▇▇ (“You”) and The Madison Square Garden Company (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).I.

Appears in 1 contract

Sources: Employment Agreement (Madison Square Garden Co)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or ELEVEN PENNSYLVANIA PLAZA – ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇-Gorski permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ELEVEN PENNSYLVANIA PLAZA – ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇-Gorski This Annex II constitutes part of the Agreement dated January 23September 4, 2020 2018 (the “Agreement”) by and between ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ (“You”) and The Madison Square Garden Company MSG Networks Inc. (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).

Appears in 1 contract

Sources: Employment Agreement (MSG Networks Inc.)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ This Annex II constitutes part of the Agreement dated January 23, 2020 (the “Agreement”) by and between ▇▇▇▇▇▇ ▇▇▇▇▇ (“You”) and The Madison Square Garden Company (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).I.

Appears in 1 contract

Sources: Employment Agreement (Madison Square Garden Co)

Specific Performance; Injunctive Relief. You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Page 10 threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇Page 11 This Annex II constitutes part of the Agreement dated January 23April 17, 2020 (the “Agreement”) by and between ▇▇▇▇▇▇▇▇▇▇▇▇▇ (“You”) and The Madison Square Garden Company (the “Company”). The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause doesn’t then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement). Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).

Appears in 1 contract

Sources: Employment Agreement (Madison Square Garden Sports Corp.)