Common use of Specific Performance; Severability Clause in Contracts

Specific Performance; Severability. It is specifically understood and agreed that any breach of the provisions of this Agreement by Founder will result in irreparable injury to Buyer, the Company and their respective affiliates, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, Buyer shall be entitled to enforce the specific performance of this Agreement by Founder through both temporary and permanent injunctive relief without the necessity of proving actual damages. The parties agree that the liability of Founder for breaches of the provisions of this Agreement shall not be limited to any portion of the purchase price under Section 2.2 of the Stock Purchase Agreement received by Founder. In the event that any provision contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. In the event any provision of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Agreement will remain in full force or effect. The existence of any claim or cause of action which Founder may have against Buyer or any of its respective affiliates shall not constitute a defense or bar to the enforcement of any of the provisions of this Agreement and shall be pursued through separate legal action by Founder.

Specific Performance; Severability. It is specifically understood and agreed that any breach of the provisions of this Agreement by either Seller or Founder will result in irreparable injury to Buyer, the Company and their its respective affiliates, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, Buyer shall be entitled to enforce the specific performance of this Agreement by Founder Seller and Founder, as the case may be, through both temporary and permanent injunctive relief without the necessity of proving actual damages. The parties hereto agree that the liability of Seller and Founder for breaches of the provisions of this Agreement shall not be limited to any portion of the purchase price under Section 2.2 1.3 of the Stock Asset Purchase Agreement received by FounderSeller. In the event that any provision covenant contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. In the event any provision of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Agreement will remain in full force or effect. The existence of any claim or cause of action which Seller or Founder may have against Buyer or any of its respective affiliates shall not constitute a defense or bar to the enforcement of any of the provisions of this Agreement and shall be pursued through separate legal action by Seller or Founder; provided, however, this Agreement shall terminate upon Buyer’s failure to pay when due any Earnout payment required to be paid pursuant to Section 1.6 of the Asset Purchase Agreement.

Specific Performance; Severability. It is specifically understood and ---------------------------------- agreed that any breach of the provisions of this Agreement Section 7 hereof by Founder will the Employee is likely to result in irreparable injury to Buyer, the Company and their respective and/or its affiliates, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, Buyer the Company shall be entitled to enforce the specific performance of this Agreement by Founder through the Employee and to seek both temporary and permanent injunctive relief (to the extent permitted by law), without the necessity of posting a bond or proving actual damages, but without limitation of their right to damages and all other remedies available to them, it being understood that injunctive relief is in addition to, and not in lieu of, such other remedies. The parties agree that the liability of Founder for breaches In case any of the provisions of contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, any such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had been limited or modified (consistent with its general intent) to any portion of the purchase price under Section 2.2 of the Stock Purchase Agreement received by Founderextent necessary to make it valid, legal and enforceable. In the event that any provision covenant contained in Section 7(d) of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. In the event If it shall not be possible to so limit or modify any invalid, illegal or unenforceable provision or part of a provision of this Agreement, this Agreement shall be determined to be invalid construed as if such invalid, illegal or unenforceable by provision or part of a court of competent jurisdiction, the other provisions of provision had never been contained in this Agreement will remain in full force or effectAgreement. The existence of any claim or cause of action which Founder the Employee may have against Buyer the Company or any of its respective subsidiaries or affiliates shall not constitute a defense or bar to the enforcement of any of the provisions of this Agreement and shall be pursued through separate legal action by FounderAgreement.

Specific Performance; Severability. (a) It is specifically understood and agreed that any breach of the provisions of this Agreement by Founder will either party is likely to result in irreparable injury to Buyer, the Company other party and their respective its affiliates, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, Buyer such other party shall be entitled to enforce the specific performance of this Agreement by Founder through the breaching party and to seek both temporary and permanent injunctive relief (to the extent permitted by law), without the necessity of proving actual damages. The parties agree that the liability of Founder for breaches of the provisions of this Agreement Such remedies shall not be limited deemed to any portion be the exclusive remedies for a breach by such party of this Agreement, but shall be in addition to all other remedies available at law or equity to the purchase price under Section 2.2 of the Stock Purchase Agreement received by Founderother party. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that one of the parties has breached this Agreement, such party shall be liable for and pay to the other party on demand the legal fees and expenses incurred by such other party in connection with such litigation, including any provision appeal therefrom. (b) In case any of the provisions contained in this Agreement shall for any reason be determined by any court of competent jurisdiction held to be invalid, illegal or unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it any such invalidity, illegality or unenforceability shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all not affect any other respects as to which it may be enforceable, all as determined by such court in such action. In the event any provision of this Agreement, but this Agreement shall be determined to be invalid construed as if such invalid, illegal or unenforceable by provision had been limited or modified (consistent with its general intent) to the extent necessary to make it valid, legal and enforceable, or if it shall not be possible to so limit or modify such invalid, illegal or unenforceable provision or part of a court of competent jurisdictionprovision, the other provisions of this Agreement will remain in full force or effect. The existence of any claim or cause of action which Founder may have against Buyer or any of its respective affiliates shall not constitute a defense or bar to the enforcement of any of the provisions of this Agreement and shall be pursued through separate legal action by Founderconstrued as if such invalid, illegal or unenforceable provision or part of a provision had never been contained in this Agreement.