Common use of Injunctive Relief; Remedies Clause in Contracts

Injunctive Relief; Remedies. (a) If any party fails to perform any obligation contained in this Agreement, the party claiming default will serve written notice to the other party specifying the nature of such default and demanding performance. If such a default by Seller is of a nature that would cause a failure of one or more of the conditions to Closing set forth in Section 9.2 to be satisfied, and such default has not been cured within the sooner of ten (10) days after receipt of such default notice or the Termination Date and each of the conditions contained in Section 9.1 has been either fulfilled in all material respects or waived in writing by Seller, Buyer will be entitled to exercise all remedies arising at law by reason of such default, including, without limitation, termination of this Agreement pursuant to Article X. If such a default by Buyer is of a nature that would cause a failure of one or more of the conditions to Closing set forth in Section 9.1 to be satisfied, and such default has not been cured within the sooner of ten (10) days after receipt of such default notice or the Termination Date and each of the conditions contained in Section 9.2 has been either fulfilled in all material respects or waived in writing by Buyer, Seller will be entitled to exercise all remedies arising at law by reason of such default, including, without limitation, termination of this Agreement pursuant to Article X. The parties agree that any breach or threatened breach by Seller of or its Affiliates of Section 7.2 of this Agreement would result in substantial and irreparable damage to Buyer, the amount of which would be difficult, if not impossible, to ascertain. Therefore, Seller agrees that in the event of any such breach or threatened breach thereof, Buyer shall have the right to enforce Section 7.2 of this Agreement by preliminary or permanent injunctive or other relief in equity, without the necessity of proving any actual damages or providing any bond or other security. The right of Buyer to obtain injunctive or other equitable relief to enforce the terms of Section 7.2 hereof shall be in addition to all other rights and remedies it may otherwise have at law, in equity, or otherwise. Such right to obtain injunctive or other equitable relief may be exercised, at the option of Buyer, concurrently with, prior to, after, or in lieu of the exercise of any other rights or remedies which Buyer may have as a result of any breach or threatened breach of any of Section 7.2.

Injunctive Relief; Remedies. The parties hereto hereby acknowledge and agree that: (ai) If any party fails to perform any obligation contained the Companies would be irreparably injured in this Agreement, the party claiming default will serve written notice to the other party specifying the nature of such default and demanding performance. If such a default by Seller is event of a nature that would cause a failure of one or more of the conditions to Closing set forth in Section 9.2 to be satisfied, and such default has not been cured within the sooner of ten (10) days after receipt of such default notice or the Termination Date and each of the conditions contained in Section 9.1 has been either fulfilled in all material respects or waived in writing by Seller, Buyer will be entitled to exercise all remedies arising at law by reason of such default, including, without limitation, termination of this Agreement pursuant to Article X. If such a default by Buyer is of a nature that would cause a failure of one or more of the conditions to Closing set forth in Section 9.1 to be satisfied, and such default has not been cured within the sooner of ten (10) days after receipt of such default notice or the Termination Date and each of the conditions contained in Section 9.2 has been either fulfilled in all material respects or waived in writing by Buyer, Seller will be entitled to exercise all remedies arising at law by reason of such default, including, without limitation, termination of this Agreement pursuant to Article X. The parties agree that any breach or threatened breach by Seller the Executive of or its Affiliates any of his obligations contained in Section 7.2 of this Agreement 5 through Section 9; (ii) monetary damages would result not be an adequate remedy for such breach; and (iii) the Companies shall be entitled to injunctive relief, in substantial and irreparable damage addition to Buyerany other remedy which they may have, the amount of which would be difficult, if not impossible, to ascertain. Therefore, Seller agrees that in the event of such breach. Injunctive relief shall include, but not be limited to, a temporary restraining order and/or a preliminary or permanent injunction to restrain or enjoin any such breach violation or threatened breach thereofviolation of this Agreement. The Companies shall be entitled to immediate injunctive relief without notice and without the posting of any bond. The parties hereto hereby acknowledge that, Buyer in addition to any other rights and remedies the Companies may have under Section 10 hereof, the Companies shall have the right and remedy to enforce require the Executive to account for and pay over to the Companies all compensation, profits, monies, accruals, increments or other benefits (collectively, "Benefits") derived or received by the Executive as the result of any transactions constituting a breach of any of the provisions of Section 7.2 5 through Section 9, and the Executive hereby agrees to account for and pay over such Benefits to the Companies. In addition, the Companies shall be entitled to recover from the Executive all costs, expenses, and reasonable attorneys' fees incurred by the Companies in seeking either enforcement of this Agreement or damages for its breach, or in defending any action brought by preliminary the Executive to challenge or permanent injunctive or other relief in equity, without the necessity of proving any actual damages or providing any bond or other security. The right of Buyer to obtain injunctive or other equitable relief to enforce construe the terms of this Agreement. Furthermore, the Companies shall also be entitled to recover prejudgment interest on all amounts recovered in the amount of ten percent (10%) per annum. Each of the rights and remedies enumerated in this Section 7.2 hereof 10 shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to all to, and not in lieu of, any other rights and remedies it may otherwise have at law, available to the Companies under law or in equity. It is the intent of the parties hereto that the restrictions and covenants contained in Section 5 through Section 9 shall be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought (the Executive hereby acknowledging that said restrictions are reasonably necessary for the protection of the Companies). Accordingly, it is hereby agreed that if any of the provisions of Section 5 through Section 9 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (only with respect to the operation thereof in the particular jurisdiction in which such adjudication is made) construed by limiting and reducing it so as to be enforceable to the extent permissible, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of said provision in any other jurisdiction. The parties agree that if the Executive has violated any of the restrictions or covenants in Section 5 through Section 9, or otherwise. Such right to obtain if there is a basis for the granting of injunctive or other equitable relief may be exercisedin accordance with the terms of this Agreement, at then the option period of Buyer, concurrently with, prior to, after, or in lieu all of the exercise restrictions and covenants set forth in Section 5 through Section 9 automatically shall be extended by the number of days during which: (i) the Executive was in violation of such restriction or covenant; or (ii) such a basis for the granting of injunctive relief existed, whichever period is longer. The Executive agrees to provide a copy of this Agreement to any other rights person or remedies which Buyer may have as a result entity that employs or attempts to employ him during the term of any breach or threatened breach of any of Section 7.2this Agreement.

Injunctive Relief; Remedies. (a) If any party fails to perform any obligation The covenants and undertakings contained in this AgreementAnnex B relate to matters which are of a special, unique and extraordinary character and a violation of any of the party claiming default terms of this Annex B will serve written notice cause irreparable injury to the other party specifying the nature of such default and demanding performance. If such a default by Seller is of a nature that would cause a failure of one or more of the conditions to Closing set forth in Section 9.2 to be satisfied, and such default has not been cured within the sooner of ten (10) days after receipt of such default notice or the Termination Date and each of the conditions contained in Section 9.1 has been either fulfilled in all material respects or waived in writing by Seller, Buyer will be entitled to exercise all remedies arising at law by reason of such default, including, without limitation, termination of this Agreement pursuant to Article X. If such a default by Buyer is of a nature that would cause a failure of one or more of the conditions to Closing set forth in Section 9.1 to be satisfied, and such default has not been cured within the sooner of ten (10) days after receipt of such default notice or the Termination Date and each of the conditions contained in Section 9.2 has been either fulfilled in all material respects or waived in writing by Buyer, Seller will be entitled to exercise all remedies arising at law by reason of such default, including, without limitation, termination of this Agreement pursuant to Article X. The parties agree that any breach or threatened breach by Seller of or its Affiliates of Section 7.2 of this Agreement would result in substantial and irreparable damage to BuyerCompany Group, the amount of which would will be difficultimpossible to estimate or determine and which cannot be adequately compensated. Accordingly, if not impossible, to ascertainthe remedy at law for any breach of this Annex B may be inadequate. Therefore, Seller agrees that notwithstanding anything to the contrary, the Company will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any such breach or threatened breach thereof, Buyer shall have the right to enforce Section 7.2 of any provision of this Agreement by preliminary or permanent injunctive or other relief in equity, Annex B without the necessity of proving any actual damages or providing posting any bond or other securitywhatsoever. The right of Buyer to obtain injunctive or other equitable relief to enforce the terms of Section 7.2 hereof shall be rights and remedies provided by this Annex B are cumulative and in addition to all any other rights and remedies it which the Company Group may otherwise have hereunder or at law, law or in equity. The parties hereto further agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that a time period, a specified business limitation or any other relevant feature of this Annex B is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party. (d) Governing Law of this Xxxxx X; Consent to Jurisdiction. Any dispute regarding the reasonableness of the covenants and agreements set forth in this Annex B, or otherwise. Such right the territorial scope or duration thereof, or the remedies available to obtain injunctive or other equitable relief the Company upon any breach of such covenants and agreements, shall be governed by and interpreted in accordance with the laws of the state of Texas, without regard to conflict of law provisions thereof, and, with respect to each such dispute, the Company and Participant each hereby irrevocably consent to the exclusive jurisdiction of the State of Texas for resolution of such dispute, and further agree that service of process may be exercised, at made upon Participant in any legal proceeding relating to this Annex B by any means allowed under the option laws of Buyer, concurrently with, prior to, after, or in lieu of the exercise of any other rights or remedies which Buyer may have as a result of any breach or threatened breach of any of Section 7.2.such state. (e)

Injunctive Relief; Remedies. The parties hereto hereby acknowledge and agree that: (ai) If any party fails to perform any obligation contained the Company would be irreparably injured in this Agreement, the party claiming default will serve written notice to the other party specifying the nature of such default and demanding performance. If such a default by Seller is event of a nature that would cause a failure of one or more of the conditions to Closing set forth in Section 9.2 to be satisfied, and such default has not been cured within the sooner of ten (10) days after receipt of such default notice or the Termination Date and each of the conditions contained in Section 9.1 has been either fulfilled in all material respects or waived in writing by Seller, Buyer will be entitled to exercise all remedies arising at law by reason of such default, including, without limitation, termination of this Agreement pursuant to Article X. If such a default by Buyer is of a nature that would cause a failure of one or more of the conditions to Closing set forth in Section 9.1 to be satisfied, and such default has not been cured within the sooner of ten (10) days after receipt of such default notice or the Termination Date and each of the conditions contained in Section 9.2 has been either fulfilled in all material respects or waived in writing by Buyer, Seller will be entitled to exercise all remedies arising at law by reason of such default, including, without limitation, termination of this Agreement pursuant to Article X. The parties agree that any breach or threatened breach by Seller the Executive of or its Affiliates of his obligations contained in Section 7.2 of this Agreement 5 through Section 7; (ii) monetary damages would result not be an adequate remedy for such breach; and (iii) the Company shall be entitled to injunctive relief, in substantial and irreparable damage addition to Buyerany other remedy which it may have, the amount of which would be difficult, if not impossible, to ascertain. Therefore, Seller agrees that in the event of such breach. Injunctive relief shall include, but not be limited to, a temporary restraining order and/or a preliminary or permanent injunction to restrain or enjoin any such breach violation or threatened breach thereofviolation of this Agreement. The Company shall be entitled to immediate injunctive relief without notice and without the posting of any bond. The parties hereto hereby acknowledge that, Buyer in addition to any other rights and remedies the Company may have under Section 8 hereof, the Company shall have the right and remedy to enforce require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively, "Benefits") derived or received by the Executive as the result of any transactions constituting a breach of the provisions of Section 7.2 5 through Section 7, and the Executive hereby agrees to account for and pay over such Benefits to the Company. In addition, the Company shall be entitled to recover from the Executive all costs, expenses, and reasonable attorneys' fees incurred by the Company in seeking either enforcement of this Agreement or damages for its breach, or in defending any action brought by preliminary the Executive to challenge or permanent injunctive or other relief in equity, without the necessity of proving any actual damages or providing any bond or other security. The right of Buyer to obtain injunctive or other equitable relief to enforce construe the terms of this Agreement. Furthermore, the Company shall also be entitled to recover prejudgment interest on all amounts recovered in the amount of ten percent (10%) per annum. Each of the rights and remedies enumerated in this Section 7.2 hereof 8 shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to all to, and not in lieu of, any other rights and remedies it may otherwise have at law, available to the Company under law or in equity. It is the intent of the parties hereto that the restrictions and covenants contained in Section 5 through Section 7 shall be enforced to the fullest extent permissible under the laws and public policies jurisdiction in which enforcement is sought (the Executive hereby acknowledging that said restrictions are reasonably necessary for the protection of the Company). Accordingly, it is hereby agreed that if any of the provisions of Section 5 through Section 7 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (only with respect to the operation thereof in the particular jurisdiction in which such adjudication is made) construed by limiting and reducing it so as to be enforceable to the extent permissible, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of said provision in any other jurisdiction. The parties agree that if the Executive has violated any of the restrictions or covenants in Section 5 through Section 7, or otherwise. Such right to obtain if there is a basis for the granting of injunctive or other equitable relief may be exercisedin accordance with the terms of this Agreement, at then the option period of Buyer, concurrently with, prior to, after, or in lieu all of the exercise restrictions and covenants set forth in Section 5 through Section 7 automatically shall be extended by the number of days during which: (i) the Executive was in violation of such restriction or covenant; or (ii) such a basis for the granting of injunctive relief existed, whichever period is longer. The Executive agrees to provide a copy of this Agreement to any other rights person or remedies which Buyer may have as a result entity that employs or attempts to employ him during the term of any breach or threatened breach of any of Section 7.2this Agreement.