Common use of Specific Remedies Clause in Contracts

Specific Remedies. a) It is understood by Employee and the Company that the covenants contained in this Section 10 and in Sections 7, 8, and 9 hereof are essential elements of this Agreement and that, but for the agreement of Employee to comply with such covenants, the Company would not have agreed to enter into this Agreement or consummate the transactions contemplated by the Stock Purchase Agreement. The Company and Employee have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by the Company and all interests of the Company and its stockholders. Employee agrees that the covenants of Sections 7, 8 and 9 are reasonable and valid. If Employee commits a breach of any of the provisions of Sections 7, 8, or 9 hereof, such breach shall be deemed to be grounds for termination for Cause. In addition, notwithstanding the provisions of Sections 8 and 9, Employee acknowledges that the Company will have no adequate remedy at law if he violates any of the terms hereof. Employee therefore understands and agrees that the Company shall have without prejudice as to any other remedies: i. the right upon application to any court of proper jurisdiction to a temporary restraining order, preliminary injunction, injunction, specific performance or other equitable relief; and ii. the right apply to any court of proper jurisdiction, to require Employee to account for and pay over all compensation, profits, monies, accruals, increments and other benefits (collectively the “Benefits”) derived or received by Employee as a result of any transaction constituting a breach of any of the provisions or Sections 8 or 9, and, if a court so orders, Employee hereby agrees to account for and pay over such Benefits to the Company.

Specific Remedies. a) It is understood by Employee the Consultant and the Company AVT that the covenants contained in this Section 10 and in Sections 76, 8, 7 and 9 hereof are essential elements of this Agreement and that, but for the agreement of Employee the Consultant to comply with such covenants, the Company AVT would not have agreed to enter into this Agreement or consummate the transactions contemplated by the Stock Purchase Agreement. The Company and Employee have independently consulted with their respective counsel and have been advised concerning If the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by the Company and all interests of the Company and its stockholders. Employee agrees that the covenants of Sections 7, 8 and 9 are reasonable and valid. If Employee Consultant commits a breach of any of the provisions of Sections 76, 8, 7 or 9 hereof, such breach shall be deemed to be grounds for termination for Cause. In addition, notwithstanding the provisions of Sections 8 and 9, Employee Consultant acknowledges that the Company will AVT may have no adequate remedy at law if he violates any of the terms hereofthereof. Employee The Consultant therefore understands and agrees that the Company AVT shall have without prejudice as to any other remedies: i. 10.1. the right upon application to any court of proper jurisdiction and without posting of any bond or other security whatsoever, to a temporary restraining order, preliminary injunction, injunction, specific performance or other equitable relief, it being acknowledged and agreed that any such breach will cause irreparable injury to AVT and that money damages will not provide an adequate remedy to AVT; and ii10.2. the right to apply to any court of proper jurisdiction, to require Employee the Consultant to account for and pay over all compensation, profits, monies, accruals, increments and other benefits (collectively the “Benefits”) derived or received by Employee the Consultant as a result of any transaction constituting a breach of any of the provisions or of Sections 8 6, 7, or 9, and, if a court so orders, Employee the Consultant hereby agrees to account for and pay over such Benefits to AVT. Each of the Companyrights enumerated in Sections 6, 7, or 9 hereof and the remedies enumerated in Section 10 hereof shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to AVT at law or in equity.

Specific Remedies. (a) It is understood by Employee and the Company that the covenants contained in this Section 10 and in Sections 7, 8, 8 and 9 hereof are essential elements of this Agreement and that, but for the agreement of Employee to comply with such covenants, the Company would not have agreed to enter into this Agreement or consummate the transactions contemplated by the Stock Purchase Agreement. The Company and Employee have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by the Company and all interests of the Company and its stockholdersCompany. Employee agrees that the covenants of Sections 7, 8 and 9 are reasonable and valid. If Employee commits a breach of any of the provisions of Sections 7, 8, 8 or 9 hereof, such breach shall be deemed to be grounds for termination for Cause. In addition, notwithstanding the provisions of Sections 8 and 9, Employee acknowledges that the Company will have no adequate remedy at law if he violates any of the terms hereof. Employee therefore understands and agrees that the Company shall have without prejudice as to any other remedies: i. (i) the right upon application to any court of proper jurisdiction to a temporary restraining order, preliminary injunction, injunction, specific performance or other equitable relief; and (ii. ) the right to apply to any court of proper jurisdiction, to require Employee to account for and pay over all compensation, profits, monies, accruals, increments and other benefits (collectively the “"Benefits”") derived or received by Employee as a result of any transaction constituting a breach of any of the provisions or of Sections 8 or 9, and, if a court so orders, Employee hereby agrees to account for and pay over such Benefits to the Company.

Specific Remedies. a) For purposes of Sections 7, 8 and 9 of this Agreement, references to the Company shall include all current and future majority-owned subsidiaries of the Company and all current and future joint ventures in which the Company may from time to time be involved. It is understood by the Employee and the Company that the covenants contained in this Section 10 and in Sections 7, 8, and 9 hereof are essential elements of this Agreement and that, but for the agreement of the Employee to comply with such covenants, the Company would not have agreed to enter into this Agreement or consummate the transactions contemplated by the Stock Purchase Agreement. The Company and the Employee have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by the Company and all the interests of the Company and its stockholders. The Employee agrees that the covenants of Sections 7, 8 8, and 9 are reasonable and valid. If the Employee commits a breach of any of the provisions of Sections 7, 8, or 9 hereof9, such breach shall be deemed to be grounds for termination for Cause. In addition, notwithstanding the provisions of Sections 8 and 9, Employee acknowledges that the Company will may have no adequate remedy at law if he violates any of the terms hereof. The Employee therefore understands and agrees that the Company shall have without prejudice as to any other remedies: i. (i) the right upon application to have such provisions specifically enforced by any court of proper jurisdiction having equity jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to a temporary restraining orderthe Company and that money damages will not provide an adequate remedy to the Company, preliminary injunction, injunction, specific performance or other equitable relief; and and (ii. ) the right apply to any court of proper jurisdiction, to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively collectively, the “"Benefits”") derived or received by the Employee as a result of any transaction constituting a willful breach of any of the provisions of Sections 7, 8, or Sections 8 or 9, and, if a court so orders, 9 and the Employee hereby agrees to account for and pay over such Benefits to the Company.

Specific Remedies. a) It is understood by Employee the Consultant and the Company AVT that the covenants contained in this Section 10 and in Sections 76, 8, 7 and 9 hereof are essential elements of this Agreement and that, but for the agreement of Employee the Consultant to comply with such covenants, the Company AVT would not have agreed to enter into this Agreement or consummate the transactions contemplated by the Stock Purchase Agreement. The Company and Employee have independently consulted with their respective counsel and have been advised concerning If the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by the Company and all interests of the Company and its stockholders. Employee agrees that the covenants of Sections 7, 8 and 9 are reasonable and valid. If Employee Consultant commits a breach of any of the provisions of Sections 76, 8, 7 or 9 hereof, such breach shall be deemed to be grounds for termination for Cause. In addition, notwithstanding the provisions of Sections 8 and 9, Employee Consultant acknowledges that the Company will AVT may have no adequate remedy at law if he violates any of the terms hereofthereof. Employee The Consultant therefore understands and agrees that the Company AVT shall have without prejudice as to any other remedies:. i. 10.1. the right upon application to any court of proper jurisdiction and without posting of any bond or other security whatsoever, to a temporary restraining order, preliminary injunction, injunction, specific performance or other equitable relief, it being acknowledged and agreed that any such breach will cause irreparable injury to AVT and that money damages will not provide an adequate remedy to AVT; and ii10.2. the right to apply to any court of proper jurisdiction, to require Employee the Consultant to account for and pay over all compensation, profits, monies, accruals, increments and other benefits (collectively the “Benefits”) derived or received by Employee the Consultant as a result of any transaction constituting a breach of any of the provisions or of Sections 8 6, 7, or 9, and, if a court so orders, Employee the Consultant hereby agrees to account for and pay over such Benefits to AVT. Each of the Companyrights enumerated in Sections 6, 7, or 9 hereof and the remedies enumerated in Section 10 hereof shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to AVT at law or in equity.

Specific Remedies. (a) It is understood by Employee and the Company that the covenants contained in this Section 10 and in Sections 7, 8, 8 and 9 hereof are essential elements of this Agreement and that, but for the agreement of Employee to comply with such covenants, the Company would not have agreed to enter into this Agreement or consummate the transactions contemplated by the Stock Purchase Agreement. The Company and Employee have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the nature of the business conducted by the Company and all interests of the Company and its stockholdersCompany. Employee agrees that the covenants of Sections 7, 8 and 9 are reasonable and valid. If Employee commits a breach of any of the provisions of Sections 7, 8, 8 or 9 hereof, such breach shall be deemed to be grounds for termination for Cause. In addition, notwithstanding the provisions of Sections 8 and 9, Employee acknowledges that the Company will have no adequate remedy at law if he violates any of the terms hereof. Employee therefore understands and agrees that the Company shall have without prejudice as to any other remedies: i. (i) the right upon application to any court of proper jurisdiction to a temporary restraining order, preliminary injunction, injunction, specific performance or other equitable relief; relief and (ii. ) the right to apply to any court of proper jurisdiction, to require Employee to account for and pay over all compensation, profits, monies, accruals, increments and other benefits (collectively the “"Benefits”") derived or received by Employee as a result of any transaction constituting a breach of any of the provisions or of Sections 8 or 9, and, if a court so orders, Employee hereby agrees to account for and pay over such Benefits to the Company.